8-K

                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 FORM 8-K

                               CURRENT REPORT

  Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported):  November 6, 2006

                         EPOCH HOLDING CORPORATION
            ----------------------------------------------------
           (Exact name of registrant as specified in its charter)


Delaware                              1-9728              20-1938886
- ----------------------------  ------------------------  ------------------
(State or other jurisdiction  (Commission File Number)  (IRS Employer
of incorporation)                                       Identification No.)

640 Fifth Avenue, 18th Floor, New York, NY                    10019
- -------------------------------------------                 --------
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code:  212-303-7200

                                    N/A
        ------------------------------------------------------------
       (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))




ITEM 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On November 6, 2006, Epoch Holding Corporation ("Epoch" or the "Company")
entered into a Securities Purchase Agreement (the "Purchase Agreement") with
General American Investors Company, Inc. ("GAM" or the "Purchaser"), whereby GAM
invested $10 million in Epoch and Epoch issued GAM 10,000 shares of Series A
Convertible Preferred Stock (the "Series A Preferred Stock").

The Company intends to use the proceeds for general business purposes and to
support the Company's future growth. No placement or other broker fees were paid
in connection with this transaction.

The Series A Convertible Preferred Stock has an annual cumulative cash dividend
of 4.60%, payable semi-annually on June 30 and December 31, the first payment
being December 31, 2006. These securities are convertible, in whole or in part
at any time, into shares of the Company's common stock at a fixed conversion
price of $6.00 per share, or 1,666,667 common shares in total.

Upon the five year anniversary of the closing of the transaction, there is an
automatic conversion into shares of the Company's common stock at the fixed
conversion price. The Series A Convertible Preferred Stock also contains an
automatic conversion provision upon a change in control (as defined in the
Certificate of Designation), as well as customary conversion price adjustments
for stock combinations, stock splits, stock dividends and other similar events.

Prior to the conversion, the number of shares of common stock issuable upon the
conversion of the Series A Preferred Stock will have no effect on the Company's
basic earnings per share calculation, but shall be included in its diluted
earnings per share calculation. Upon conversion, the issuable shares of common
stock shall be included in the calculation of both the basic and diluted
earnings per share.

The holders of the Series A Preferred Stock generally have voting rights
equivalent to the holders of the Company's common stock, and will be entitled to
vote on an as-converted basis (1,666,667 shares) with the holders of the common
stock together as a single class. The Series A Preferred Stock also provides for
customary preference upon a Liquidation, as defined in the Certificate of
Designation.

The Series A Preferred Stock was offered and sold to the Purchaser in a private
placement transaction in reliance upon exemptions from registration pursuant to
Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"),
and the rules and regulations of the Securities and Exchange Commission (the
"SEC") promulgated thereunder, including Regulation D. The Purchaser is an
accredited investor as defined in Rule 501 of Regulation D under the Securities
Act.

The Series A Convertible Preferred Stock is not registered under the
Securities Act. The common stock into which the Series A Preferred Stock will be
convertible may not be offered or sold in the U.S. absent registration or an
applicable exemption from registration requirements.

In connection with the Purchase Agreement, the Company and GAM also entered into
a Registration Rights Agreement, dated November 7, 2006, in which, among other
things, the Company agreed to prepare, and, within sixty (60) calendar days
after the closing date, file with the SEC a registration statement covering the
resale by GAM of the shares of common stock underlying the Series A Convertible
Preferred Stock.

The foregoing descriptions of the Purchase Agreement, the Series A Preferred
Stock, and the Registration Rights Agreement do not purport to be complete and
are qualified in their entirety by reference to the full text of such
agreements, which are included as Exhibits to this Current Report on Form 8-K
and are incorporated herein by reference.


ITEM 3.02         UNREGISTERED SALES OF EQUITY SECURITIES

The information regarding the Series A Convertible Preferred Stock is set forth
above in Item 1.01.

ITEM 3.03         MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS

The information regarding the Series A Convertible Preferred Stock is set forth
above in Item 1.01.

ITEM 5.03         AMENDEMENTS TO ARTICLES OF INCORPORATION OR BYLAWS

A Certificate of Designation, Preferences and Rights of Series A Convertible
Preferred Stock of Epoch Holding Corporation setting forth the powers,
designations, preferences and relative, participating, optional and other
special rights, and the qualifications, limitations and restrictions of the
Series A Convertible Preferred Stock, was filed with the Secretary of State of
the State of Delaware on November 6, 2006.

ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS

(a)      Financial Statements of Businesses Acquired

         None

(b)      Pro Forma Financial Information

         None

(c)      Exhibits

         Exhibit Number    Description

            4.2   Certificate of Designation, Preferences and Rights of Series A
                  Convertible Preferred Stock of Epoch Holding Corporation,
                  filed with the Secretary of State of the State of Delaware
                  November 6, 2006.

            4.3   Registration Rights Agreement, dated November 7, 2006, by and
                  between Epoch Holding Corporation and General American
                  Investors Company, Inc.

            10.49 Securities Purchase Agreement, dated November 6, 2006, by and
                  between Epoch Holding Corporation and General American
                  Investors Company, Inc.

            99.1  Press release, dated November 7, 2006


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                              EPOCH HOLDING CORPORATION

                                              /s/ Adam Borak
                                              --------------------------------
                                              Name:    Adam Borak
                                              Title:   Chief Financial Officer


Date:    November 9, 2006

EX-4.2

               CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
                     OF SERIES A CONVERTIBLE PREFERRED STOCK
                                       OF
                            EPOCH HOLDING CORPORATION

      Epoch Holding Corporation, a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), by William W. Priest, an
authorized officer, does hereby certify that, pursuant to authority conferred
upon the Board of Directors by the Certificate of Incorporation of the
Corporation (as amended to date and as hereafter amended from time to time, the
"Charter") and Section 151 of the General Corporation Law of the State of
Delaware, the Board of Directors of the Corporation (the "Board"), by unanimous
written consent, has duly adopted resolutions providing for the issuance of up
to 10,000 shares of Series A Convertible Preferred Stock at an initial issuance
price of $1,000.00 per share (the "Original Issue Price"), and setting forth the
voting powers, designation, preferences and relative, participating, optional
and other special rights, and the qualifications, limitations and restrictions
thereof, the text of which resolution is as follows:

      RESOLVED, that pursuant to the authority vested in the Board in accordance
with the provisions of the Charter, there be, and hereby is, created out of the
class of 1,000,000 shares of preferred stock of the Corporation authorized by
Article Four of the Charter, a series of preferred stock of the Corporation with
the following voting powers, designation, preferences and relative,
participating, optional and other special rights, and qualifications,
limitations and restrictions:

      1. Designation and Number of Shares; Capital. 10,000 shares of preferred
stock, par value $1.00 per share, are hereby designated as Series A Convertible
Preferred Stock (the "Series A Preferred Stock"). The amount to be represented
in the capital account for the Series A Preferred Stock at all times for each
issued share of Series A Preferred Stock shall be an amount equal to the
Original Issue Price.

      2. Ranking. The Series A Preferred Stock shall, with respect to
distribution rights upon Liquidation (as defined in Section 3(a)) and dividend
rights, rank: (a) senior to the Common Stock and any class or series of
preferred stock of the Corporation the terms of which expressly provide that
such class or series of preferred stock will rank junior to the Series A
Preferred Stock with respect to distribution rights upon Liquidation (the Common
Stock and any such class or series of preferred stock, "Junior Liquidation
Securities") or dividend rights (the Common Stock and any such class or series
of preferred stock, "Junior Dividend Securities"); and (b) subject to Section 8,
on a parity with any class or series of preferred stock of the Corporation the
terms of which expressly provide that such class or series of preferred stock
will rank on a parity with the Series A Preferred Stock with respect to
distribution rights upon Liquidation (the "Parity Liquidation Securities") or
dividend rights (the "Parity Dividend Securities").





      3. Liquidation.

            (a) Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary (a "Liquidation"), the holders of
record of the Series A Preferred Stock (the "Series A Holders") shall be
entitled to receive, immediately after any distribution or payment of assets of
the Corporation or the proceeds thereof are made or set apart in respect of any
class or series of stock that ranks senior to the Series A Preferred Stock with
respect to distribution rights upon Liquidation (the "Senior Liquidation
Securities"), contemporaneous and on equal priority with the making or setting
aside of any distribution or payment of assets of the Corporation or the
proceeds thereof to holders of any Parity Liquidation Securities, and before any
distribution or payment of assets of the Corporation or the proceeds thereof may
be made or set apart with respect to any Junior Liquidation Securities, an
amount in cash with respect to each share of Series A Preferred Stock equal to
the Original Issue Price per share (subject to proportionate adjustment in the
event of stock splits, combinations or stock dividends payable in shares of
Seres A Preferred Stock or similar events with respect to the Series A Preferred
Stock) plus an amount equal to all accrued and unpaid dividends on such share as
of the date of Liquidation. If, upon such Liquidation, the assets of the
Corporation available for distribution to the Series A Holders and the holders
of any Parity Liquidation Securities shall be insufficient to permit payment in
full to the Series A Holders and such holders of Parity Liquidation Securities
of the full amounts to which they are entitled upon a Liquidation, then the
entire assets and funds of the Corporation legally available for distribution to
the Series A Holders and such holders of Parity Liquidation Securities then
outstanding shall be distributed ratably among the Series A Holders and such
holders of Parity Liquidation Securities based upon the proportion that the full
amount to which one share of Series A Preferred Stock or one share of such
Parity Liquidation Securities is entitled to receive upon Liquidation bears to
the aggregate amount to which all outstanding shares of Series A Preferred Stock
and such Parity Liquidation Securities are entitled to receive upon Liquidation.

            (b) Upon the completion of the distributions required by paragraph
(a) of this Section 3, if assets remain in the Corporation, they shall be
distributed to holders of Junior Securities in accordance with the Charter.

            (c) In the event of (i) a resolution by the Board adopting or
otherwise approving a plan of Liquidation or (ii) a Liquidation, the Corporation
shall not redeem, repurchase or otherwise acquire in any one transaction or
series of related transactions any shares of Common Stock, Junior Dividend
Securities, Junior Liquidation Securities, Parity Dividend Securities or Parity
Liquidation Securities.

      4. Dividends.

            (a) Subject to the rights of any other series of Preferred Stock
that may from time to time come into existence and subject to Section 8, the
Series A Holders shall be entitled to receive, as, when and if declared by the
Board out of any assets legally available therefor, semi-annual cumulative
dividends in an amount equal to 4.60% per annum of the Original Issue Price on
each share of Series A Preferred Stock, which dividends shall be payable in cash
on June 30 and December 31 of each fiscal year (or, if such day is not a
business day, the nearest preceding business day (the "Dividend Payment
Dates")). The first such dividend shall be paid on December 31, 2006. The amount
of such initial dividend, and any other dividend payable on the Series A
Preferred Stock for any partial dividend period, shall be computed on the basis
of a 360-day year consisting of twelve 30-day months and actual days elapsed.
Dividends will be payable to holders of record as they appear in the stockholder
records of the Corporation at the close of business on the applicable record
date, which shall be the 15th day of June and December of each fiscal year (the
"Dividend Record Date") or on such other date fixed in advance by the Board for
the payment of dividends on the Series A Preferred Stock which date is not more
than 30 nor less than ten (10) days prior to the applicable Dividend Payment
Date and of which the Corporation shall have provided at least 10 days prior
written notice. No dividends (other than a dividend payable solely in Common
Stock, par value $.01 per share, of the Corporation ("Common Stock")), shall be
paid upon, or declared and set apart for, any Junior Securities or Parity
Securities if the Board shall have failed duly and lawfully to declare and pay
in full all dividends payable to the Series A Holders in the amount stated above
for all dividend periods ending prior to the date of such declaration, payment
or setting aside for payment. If such dividends on the Series A Preferred Stock
shall not have been paid or set apart in full for the Series A Preferred Stock,
the aggregate deficiency shall be cumulative and shall be fully paid or set
apart for payment prior to the payment of any dividend by the Corporation (other
than a dividend payable solely in Common Stock) with respect to any Junior
Securities or Parity Securities. Accumulations of dividends on the Series A
Preferred Stock shall not bear interest.


                                       2



            (b) In no event shall the Corporation redeem, repurchase or
otherwise acquire in any one transaction or series of related transactions any
shares of Common Stock, Junior Dividend Securities, Junior Liquidation
Securities, Parity Dividend Securities or Parity Liquidation Securities if the
Corporation is in arrears on its dividend obligations set forth in Section 4(a)
above.

      5. Conversion. Each Series A Holder shall have the right to convert all or
any part of its Series A Preferred Stock into Common Stock as follows:

            (a) Conversion at Option of Series A Holder. Each Series A Holder
      may at any time convert all or, from time to time, any part of such Series
      A Holder's shares of Series A Preferred Stock into fully paid and
      non-assessable shares of Common Stock and such other securities and
      property as herein provided. Each share of Series A Preferred Stock may be
      converted at the office of the Corporation or at such other additional
      office or offices, if any, as the Board may designate by notice in writing
      to the Series A Holders, into such number of fully paid and non-assessable
      shares of Common Stock (calculated as to each conversion to the nearest
      1/100 of a share) determined by dividing (x) the sum of the Original Issue
      Price by (y) the Conversion Price for such Conversion Date. The
      "Conversion Price" shall initially be equal to $6.00 and shall be subject
      to adjustment pursuant to Section 7.

            (b) Automatic Conversion. Each outstanding share of Series A
      Preferred Stock shall automatically convert, without any further act of
      the Corporation or its stockholders, except as otherwise specifically
      provided in this Section 5(b), into such number of fully paid and
      non-assessable shares of Common Stock as specified herein upon the terms
      hereinafter set forth, (i) upon the occurrence of a Change of Control (as
      hereinafter defined) or (ii) on November 7, 2011, in each such case in the
      preceding clause (i) or clause (ii) so long as the following conditions
      are met:

            (A) in the case of an automatic conversion by reason of a Change of
      Control, the Corporation shall have given the Series A Holders notice of
      the Change of Control in accordance with Section 7, and


                                       3



            (B) if the applicable Conversion Date is during the Registration
      Period, on the applicable Conversion Date and for the period of twenty
      (20) consecutive Trading Days preceding the applicable Conversion Date,
      the Registration Statement shall be effective and available for use by the
      Series A Holders for the resale of the shares of Common Stock or other
      securities issued and issuable upon conversion of the Series A Preferred
      Stock and is reasonably expected to remain effective and available for
      such use for at least thirty (30) Trading Days after the applicable
      Conversion Date.

If one or more of the applicable conditions precedent stated above are not
satisfied on the date on which the automatic conversion hereunder would
otherwise occur, then such conversion shall be deferred until all of applicable
conditions precedent stated above have been satisfied, with respect to such
automatic conversion, which date shall be the Conversion Date.

            (c) As used in this Section 5 the following term shall have the
meanings provided below:

            "Change of Control" means (i) the sale, lease or transfer, in one or
      a series of related transactions, of all or substantially all of the
      Corporation's assets to any Person or group (as such term is used in
      Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
      "Exchange Act")), (ii) the acquisition by any Person or group (as such
      term is used in Section 13(d)(3) of the Exchange Act) of a direct or
      indirect interest in more than fifty percent (50%) of the ownership of the
      Corporation or the voting power of the voting stock of the Corporation by
      way of purchase, merger, consolidation or otherwise (other than creation
      of a holding company that does not involve a change in the beneficial
      ownership of the Corporation as a result of such transaction), (iii) (X)
      any bona fide consolidation of the Corporation with, or merger of the
      Corporation into, any other Person, any merger of another Person into the
      Corporation (other than a merger which does not result in any
      reclassification, conversion, exchange or cancellation of outstanding
      shares of capital stock of the Corporation) or reclassification,
      conversion or exchange of outstanding shares of capital stock of such
      Person solely into shares of capital stock of the Corporation, or (Y) the
      bona fide merger or consolidation of the Corporation with or into another
      Person or the merger of another Person with or into the Corporation, in
      each case with the effect that immediately after such transaction the
      stockholders or other equity owners of the Corporation immediately prior
      to such transaction hold less than fifty percent (50%) of the total voting
      power of all securities generally entitled to vote in the election of
      directors, managers or trustees of the Person surviving such merger or
      consolidation.


            "Person" means any individual, corporation, partnership, limited
      partnership, limited liability company, joint venture, trust,
      unincorporated or governmental organization or any agency or political
      subdivision thereof.

            "Registration Period" means with respect to a particular
      Registration Statement the period (i) beginning upon the declaration of
      effectiveness of such Registration Statement (ii) ending on the date that
      all registrable securities covered by such Registration Statement have
      ceased to be registrable securities.


                                       4



            "Registration Rights Agreement" means that certain registration
      rights agreement between the Corporation and the Series A Holders.

            "Registration Statement" means each registration statement required
      to be filed by the Corporation with the Securities and Exchange Commission
      under the Securities Act of 1933, as amended, pursuant to Section 2 of the
      Registration Rights Agreement.

            "Trading Day" means a day on which the Common Stock is traded on a
      Trading Market.

            "Trading Market" means the following markets or exchanges on which
      the Common Stock is listed or quoted for trading on the date in question:
      the American Stock Exchange, the New York Stock Exchange, the Nasdaq
      Global Select Market, the Nasdaq Global Market or the Nasdaq Capital
      Market.

            (d) Procedure for Conversion. In order for a Series A Holder to
convert its shares of Series A Preferred Stock into shares of Common Stock or
other securities pursuant to Section 5(a), such holder shall surrender the
certificate or certificates therefor, duly endorsed, at the office of the
Corporation or of any transfer agent for the Series A Preferred Stock and shall
state therein the name or names in which the certificate or certificates for
shares of Common Stock or other securities pursuant to Section 5(a) are to be
issued. The Corporation shall, as soon as practicable, but in no event later
than three (3) Trading Days thereafter, issue and deliver to such Series A
Holder, or to the person designated by such Series A Holder, a certificate or
certificates for the number of shares of Common Stock or other securities to
which such Series A Holder shall be entitled as aforesaid plus an amount in
lawful money of the United States of America equal to any accrued but unpaid
dividends through any Conversion Date. Conversion shall be deemed to have been
effected (i) on the date of the occurrence of the events specified in this
Section 5(d), in the case of a conversion by a Series A Holder pursuant to
Section 5(a) or (ii) on the date specified in Section 5(b), in the case of a
conversion pursuant to Section 5(b), and such date is referred to herein as the
"Conversion Date." All Common Stock or other securities which may be issued upon
conversion of the Series A Preferred Stock will, upon issuance, be duly issued,
fully paid and non-assessable and free from all taxes, liens, and charges with
respect to the issuance thereof. Each conversion of shares of Series A Preferred
Stock shall be deemed to have been effected on the applicable Conversion Date,
and the person in whose name any certificate or certificates for shares of
Common Stock or other securities shall be issuable upon such conversion shall be
deemed to have become on such Conversion Date the holder of record of the shares
of Common Stock or other securities represented thereby; provided, however, that
if a Conversion Date is a date on which the stock transfer books of the
Corporation shall be closed such conversion shall constitute the person in whose
name the certificates are to be issued as the record holder thereof for all
purposes on the next succeeding day on which such stock transfer books are open,
but such conversion shall be at the Conversion Price in effect on the applicable
Conversion Date.



                                       5




            6. Fractional Shares. No fractional shares of Common Stock or other
securities shall be issued upon conversion of any shares of Series A Preferred
Stock but, in lieu of any fraction of a share of Common Stock or other
securities which would otherwise be issuable in respect of such conversion, the
Corporation shall pay lawful money of the United States of America for such
fractional share, based on a value of one share of Common Stock or one unit of
such other securities being equal to the Market Price of the Common Stock or
such other securities on the applicable Conversion Date. As used herein, "Market
Price" means, with respect to any security on any day, the closing bid price of
such security on such day on the Trading Market, or, if such security is not
listed or admitted to trading on the Trading Market or, if not quoted or listed
or admitted to trading on any Trading Market, the average of the closing bid and
asked prices of such security on the over-the-counter market on the day in
question, as reported by Pink Sheets, LLC, or a similar generally accepted
reporting service, or if not so available, in such manner as furnished by any
New York Stock Exchange member firm selected from time to time by the Board for
that purpose, or a price determined in good faith by the Board, whose
determination shall be conclusive and described in a Board resolution.


      7. Adjustment of Conversion Price. The Conversion Price in effect at any
time shall be subject to adjustment from time to time upon the happening of
certain events as follows:

            (a) Common Stock Dividends, Subdivisions, Combinations, etc. In case
the Corporation shall hereafter: (i) declare a dividend or make a distribution
on its outstanding shares of capital stock (other than the Series A Preferred
Stock) in shares of Common Stock; (ii) subdivide or reclassify its outstanding
shares of Common Stock into a greater number of shares; or (iii) combine or
reclassify its outstanding shares of Common Stock into a smaller number of
shares, the Conversion Price in effect at the time of the record date for such
dividend or distribution or of the effective date of such subdivision,
combination or reclassification shall be adjusted so that it shall equal the
price determined by multiplying the Conversion Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such action, and the denominator of which shall be the
number of shares of Common Stock outstanding after giving effect to such action.
Such adjustment shall be made successively whenever any event listed above shall
occur.

            (b) Weighted Adjustment for Certain Issuances of Rights or Warrants.
In case the Corporation shall hereafter issue rights or warrants (other than any
rights or warrants referred to in Section 7(c) to all holders of its outstanding
shares of Common Stock entitling them (for a period expiring within forty-five
(45) days after the date fixed for the determination of stockholders entitled to
receive such rights or warrants) to subscribe for or purchase shares of Common
Stock at a price per share less than the Current Market Price on the Record Date
fixed for the determination of stockholders entitled to receive such rights or
warrants, the Conversion Price shall be adjusted so that the same shall equal
the price determined by multiplying the Conversion Price in effect at the
opening of business on the date after such Record Date by a fraction of which
the numerator shall be the number of shares of Common Stock outstanding at the
close of business on the applicable Record Date plus the number of shares which
the aggregate offering price of the total number of shares so offered would
purchase at such Current Market Price, and the denominator shall be the number
of shares of Common Stock outstanding on the close of business on such Record
Date plus the total number of additional shares of Common Stock so offered for
subscription or purchase. Such adjustment shall become effective immediately
after the opening of business on the day following the Record Date fixed for
determination of stockholders entitled to receive such rights or warrants. To
the extent that shares of Common Stock are not delivered pursuant to such rights
or warrants, upon the expiration or termination of such rights or warrants, the
Conversion Price shall be readjusted to the Conversion Price which would then be
in effect had the adjustments made upon the issuance of such rights or warrants
been made on the basis of delivery of only the number of shares of Common Stock
actually delivered. In the event that such rights or warrants are not so issued,
the Conversion Price shall again be adjusted to be the Conversion Price which
would then be in effect if such Record Date had not been fixed. In determining
whether any rights or warrants entitle the holder to subscribe for or purchase
shares of Common Stock at less than such Current Market Price, and in
determining the aggregate offering price of such shares of Common Stock, there
shall be taken into account any consideration received for such rights or
warrants, the value of such consideration, if other than cash, to be determined
in good faith by the Board.



                                       6



            (c) Adjustments for Certain Dividends and Distributions. In case the
Corporation shall hereafter, by dividend or otherwise, distribute to all holders
of its Common Stock shares of any class of capital stock of the Corporation
(other than any dividends or distributions to which Section 7(a) applies) or
evidences of its indebtedness, cash or other assets (including securities, but
excluding any rights or warrants referred to in Section 7(b) and dividends and
distributions paid exclusively in cash and excluding any capital stock,
evidences of indebtedness, cash or assets distributed upon a merger or
consolidation to which Section 5(b) applies) (the foregoing hereinafter in this
Section 7(c) called the "Securities")), then, in each such case, subject to the
second paragraph of this Section 7(c), the Conversion Price shall be reduced so
that the same shall be equal to the price determined by multiplying the
Conversion Price in effect immediately prior to the close of business on the
Record Date with respect to such distribution by a fraction of which the
numerator shall be the Current Market Price on such date less the fair market
value (as determined by the Board, whose determination shall be conclusive and
described in a Board resolution) on such date of the portion of the Securities
so distributed applicable to one share of Common Stock and the denominator shall
be such Current Market Price, such reduction to become effective immediately
prior to the opening of business on the day following such Record Date;
provided, however, that in the event the then fair market value (as so
determined) of the portion of the Securities so distributed applicable to one
share of Common Stock is equal to or greater than the Current Market Price on
the Record Date, in lieu of the foregoing adjustment, adequate provision shall
be made so that the Holders shall have the right to receive upon conversion of
shares of Series A Preferred Stock the amount of Securities such Holder would
have received had such Holder converted such Holder's shares of Series A
Preferred Stock immediately prior to such Record Date. In the event that such
dividend or distribution is not so paid or made, the Conversion Price shall
again be adjusted to be the Conversion Price which would then be in effect if
such dividend or distribution had not been declared. If the Board determines the
fair market value of any distribution for purposes of this Section 7(c) by
reference to the actual or when issued trading market for any Securities
comprising all or part of such distribution, it must in doing so consider the
prices in such market over the same period used in computing the Current Market
Price, to the extent possible.



                                       7



            Rights or warrants distributed by the Corporation to all holders of
Common Stock entitling the holders thereof to subscribe for or purchase shares
of the Corporation's capital stock (either initially or under certain
circumstances), which rights or warrants, until the occurrence of a specified
event or events (a "Trigger Event"): (i) are deemed to be transferred with such
shares of Common Stock; (ii) are not exercisable; and (iii) are also issued in
respect of future issuances of Common Stock, shall not be deemed to have been
distributed for purposes of this Section 7(c) (and no adjustment to the
Conversion Price under this Section 7(c) will be required) until the occurrence
of the earliest Trigger Event. If any such rights or warrants, including any
such existing rights or warrants distributed prior hereto are subject to Trigger
Events, upon the satisfaction of each of which such rights or warrants shall
become exercisable to purchase different securities, evidences of indebtedness
or other assets, then the occurrence of each such Trigger Event shall be deemed
to be such date of issuance and record date with respect to new rights or
warrants (and a termination or expiration of the existing rights or warrants
without exercise by the holder thereof) (so that, by way of illustration and not
limitation, the dates of issuance of any such rights shall be deemed to be the
dates on which such rights become exercisable to purchase capital stock of the
Corporation, and not the date on which such rights may be issued, or may become
evidenced by separate certificates, if such rights are not then so exercisable).
In addition, in the event of any distribution of rights or warrants, or any
Trigger Event with respect thereto that was counted for purposes of calculating
a distribution amount for which an adjustment to the Conversion Price under this
Section 7(c) was made (i) in the case of any such rights or warrants which shall
all have been redeemed or repurchased without exercise by any holders thereof,
the Conversion Price shall be readjusted upon such final redemption or
repurchase to give effect to such distribution or Trigger Event, as the case may
be, as though it were a cash distribution, equal to the per share redemption or
repurchase price received by a holder or holders of Common Stock with respect to
such rights or warrants (assuming such holder had retained such rights or
warrants), made to all holders of Common Stock as of the date of such redemption
or repurchase, and (ii) in the case of such rights or warrants which shall have
expired or been terminated without exercise by any holders thereof, the
Conversion Price shall be readjusted as if such rights and warrants had not been
issued.

            For purposes of this Section 7(c) and Sections 7(a) and 7(b), any
dividend or distribution to which this Section 7(c) is applicable that also
includes shares of Common Stock, or rights or warrants to subscribe for or
purchase shares of Common Stock to which Section 7(b) applies (or both), shall
be deemed instead to be (i) a dividend or distribution of the evidences of
indebtedness, assets, shares of capital stock, rights or warrants other than
such shares of Common Stock or rights or warrants to which Section 7(b) applies
(and any Conversion Price reduction required by this Section 7(c) with respect
to such dividend or distribution shall then be made) immediately followed by
(ii) a dividend or distribution of such shares of Common Stock or such rights or
warrants (and any further Conversion Price reduction required by Sections 7(a)
and 7(b) with respect to such dividend or distribution shall then be made),
except (i) the Record Date of such dividend or distribution shall be substituted
as "the date fixed for the determination of stockholders entitled to receive
such dividend or other distribution," "Record Date fixed for such determination"
and "Record Date" within the meaning of Section 7(a) and as "the date fixed for
the determination of stockholders entitled to receive such rights or warrants,"
"the Record Date fixed for the determination of the stockholders entitled to
receive such rights or warrants" and "such Record Date" within the meaning of
Section 7(b) and (ii) any shares of Common Stock included in such dividend or
distribution shall not be deemed "outstanding at the close of business on the
Record Date fixed for such determination" within the meaning of Section 7(a).



                                       8



            (d) Adjustments for Certain Cash Dividends. In case the Corporation
shall hereafter, by dividend or otherwise, distribute to all holders of its
Common Stock cash (excluding any cash that is distributed upon a Change of
Control to which Section 5(b) applies or as part of a distribution referred to
in Section 7(c)) in an aggregate amount that, combined with the aggregate amount
of any other such distributions to all holders of outstanding shares of Common
Stock made exclusively in cash within the twelve (12) months preceding the date
of payment of such distribution, and in respect of which no adjustment pursuant
to this Section 7(d) has been made, exceeds five percent (5%) of the product of
(x) the Current Market Price on the Record Date with respect to such
distribution times (y) the number of shares of Common Stock outstanding on such
date, then, and in each such case, immediately after the close of business on
such date, unless the Corporation elects to reserve such cash for distribution
to the Series A Holders upon the conversion of shares of Series A Preferred
Stock (and shall have made adequate provision) so that the Series A Holders will
receive upon such conversion, in addition to the shares of Common Stock to which
the Series A Holders are entitled, the amount of cash which the Series A Holders
would have received if the Series A Holders had, immediately prior to the Record
Date for such distribution of cash, converted their shares of Series A Preferred
Stock into Common Stock, the Conversion Price shall be reduced so that the same
shall equal the price determined by multiplying the Conversion Price in effect
immediately prior to the close of business on such Record Date by a fraction (i)
the numerator of which shall be equal to the Current Market Price on such Record
Date less an amount equal to the quotient of (x) the excess of such combined
amount over such five percent (5%) and (y) the number of shares of Common Stock
outstanding on such Record Date and (ii) the denominator of which shall be equal
to the Current Market Price on such Record Date; provided, however, that in the
event the portion of the cash so distributed applicable to one share of Common
Stock is equal to or greater than the Current Market Price of the Common Stock
on such Record Date, in lieu of the foregoing adjustment, adequate provision
shall be made so that the Holders shall have the right to receive upon
conversion of shares of Series A Preferred Stock the amount of cash the Series A
Holders would have received had the Holders converted all of their shares of
Series A Preferred Stock immediately prior to such Record Date. In the event
that such dividend or distribution is not so paid or made, the Conversion Price
shall again be adjusted to be the Conversion Price which would then be in effect
if such dividend or distribution had not been declared.

            (e) As used in this Section 7, the following terms shall have the
meanings provided below:



                                       9



            "Current Market Price" shall mean the arithmetic average of the
daily price per share of Common Stock on the Trading Market for the ten (10)
consecutive Trading Days ending on and including the Trading Day immediately
prior to the date in question; provided, however, that (i) if the "ex" date (as
hereinafter defined) for any event (other than the issuance or distribution
requiring such computation) that requires an adjustment to the Conversion Price
pursuant to Section 7(a), (b), (c) or (d), occurs during such ten consecutive
Trading Days, the Market Price for each Trading Day prior to the "ex" date for
such other event shall be adjusted by multiplying such Market Price by the same
fraction by which the Conversion Price is so required to be adjusted as a result
of such other event, (ii) if the "ex" date for any event (other than the
issuance or distribution requiring such computation) that requires an adjustment
to the Conversion Price pursuant to Section 7 (a), (b), (c) or (d), occurs on or
after the "ex" date for the issuance or distribution requiring such computation
and prior to the day in question, the Market Price for each Trading Day on and
after the "ex" date for such other event shall be adjusted by multiplying such
Market Price by the reciprocal of the fraction by which the Conversion Price is
so required to be adjusted as a result of such other event, and (iii) if the
"ex" date for the issuance or distribution requiring such computation is prior
to the day in question, after taking into account any adjustment required
pursuant to clause (i) or (ii) of this proviso, the Market Price for each
Trading Day on or after such "ex" date shall be adjusted by adding thereto the
amount of any cash and the fair market value (as determined by the Board in a
manner consistent with any determination of such value for purposes of Section
7(c)), whose determination shall be conclusive and described in a Board
resolution) of the evidences of indebtedness, shares of capital stock or assets
being distributed applicable to one share of Common Stock as of the close of
business on the day before such "ex" date. For purposes of this paragraph, the
term "ex" date, (i) when used with respect to any issuance or distribution,
means the first date on which the Common Stock trades, regular way, on the
relevant exchange or in the relevant market from which the Market Price was
obtained without the right to receive such issuance or distribution and (ii)
when used with respect to any subdivision or combination of shares of Common
Stock, means the first date on which the Common Stock trades, regular way, on
such exchange or in such market after the time at which such subdivision or
combination becomes effective. Notwithstanding the foregoing, whenever
successive adjustments to the Conversion Price are called for pursuant to
Section 7, such adjustments shall be made to the Current Market Price as may be
necessary or appropriate to effectuate the intent of Section 7 and to avoid
unjust or inequitable results as determined in good faith by the Board.

            "Record Date" shall mean, with respect to any dividend, distribution
or other transaction or event in which the holders of Common Stock have the
right to receive any cash, securities or other property or in which the Common
Stock (or other applicable security) is exchanged for or converted into any
combination of cash, securities or other property, the date fixed for
determination of stockholders entitled to receive such cash, securities or other
property (whether such date is fixed by the Board of Directors or by statute,
contract or otherwise).

            (f) Notice of Adjustment. Whenever the Conversion Price is adjusted,
as herein provided, the Corporation shall promptly cause a notice setting forth
the adjusted Conversion Price and adjusted number of shares of Common Stock
issuable upon exercise of each share of Series A Preferred Stock, and, if
requested, information describing the transactions giving rise to such
adjustments, to be mailed to the Series A Holders at their last addresses
appearing in the Corporation's Share Register, and shall cause a certified copy
thereof to be mailed to its transfer agent, if any. The Corporation may retain a
firm of independent certified public accountants selected by the Board (who may
be the regular accountants employed by the Corporation) to make any computation
required by this Section 7 (but not any determination expressly required hereby
to be made by the Board), and a certificate signed by such firm shall be
conclusive evidence of the correctness of such adjustment.

      8. Voting Rights.

            (a) Except as expressly provided to the contrary herein or pursuant
to applicable law, the Series A Holders shall be entitled to vote, together with
the holders of Common Stock and other voting securities as a single class, on
all matters as to which holders of Common Stock shall be entitled to vote, in
the same manner and with the same effect as such Common Stock holders. In any
such vote, each share of Series A Preferred Stock shall entitle the holder
thereof to the number of votes per share that equals the number of whole shares
of Common Stock into which each such share of Series A Preferred Stock is then
convertible.



                                       10



            (b) Notwithstanding any thing to the contrary contained herein and
so long as any shares of Series A Preferred Stock are outstanding, the
Corporation will not, without the approval of Series A Holders who hold at least
two-thirds of the shares of Series A Preferred Stock at the time outstanding,
amend or otherwise alter (whether by amendment, merger, consolidation or
otherwise) any of the preferences, voting powers or relative, participating,
optional, preemptive or other special rights set forth above in this Certificate
of Designation, Preferences and Rights.

      9. Reservation of Shares. The Corporation shall at all times reserve and
keep available and free of preemptive rights out of its authorized but unissued
Common Stock, solely for the purpose of effecting the conversion of the Series A
Preferred Stock pursuant to the terms hereof, such number of its shares of
Common Stock (or other shares or securities as may be required) as shall from
time to time be sufficient to effect the conversion of all outstanding Series A
Preferred Stock pursuant to the terms hereof. If at any time the number of
authorized but unissued shares of Common Stock (or such other shares or
securities) shall not be sufficient to affect the conversion of all then
outstanding Series A Preferred Stock, the Corporation shall promptly take such
action as may be necessary to increase its authorized but unissued Common Stock
(or such other shares or securities) to such number of shares as shall be
sufficient for such purpose.

      10. Notice to Series A Holders Prior to Certain Actions. In case on or
after the date hereof:

            (a) the Corporation shall declare a dividend (or any other
distribution) on the Common Stock; or

            (b) the Corporation shall authorize the granting to the holders of
the Common Stock of rights or warrants to subscribe for or purchase any share of
any class or any other rights or warrants; or

            (c) the Board of Directors shall authorize any reclassification of
the Common Stock (other than a subdivision or combination of the outstanding
Common Stock, or a change in par value, or from par value to no par value, or
from no par value to par value), or any transaction which, upon completion
thereof, would constitute a Change of Control or any other consolidation, merger
or other business combination transaction to which the Corporation is a party,
or the sale or transfer of all or substantially all of the assets of the
Corporation; or

            (d) there shall be pending the voluntary or involuntary dissolution,
liquidation or winding-up of the Corporation;


                                       11



the Corporation shall give the holders of record of the Series A Preferred
Stock, as promptly as possible but in any event at least ten (10) days prior to
the applicable date hereinafter specified, a notice stating (X) the date on
which a record is to be taken for the purpose of such dividend, distribution or
rights or warrants, or, if a record is not to be taken, the date as of which the
holders of Common Stock of record to be entitled to such dividend, distribution
or rights are to be determined, or (Y) the date on which such reclassification,
Change of Control, consolidation, merger, other business combination
transaction, sale, transfer, dissolution, liquidation or winding-up is expected
to become effective or occur, and the date as of which it is expected that
holders of Common Stock of record who shall be entitled to exchange their Common
Stock for securities or other property deliverable upon such reclassification,
Change of Control, consolidation, merger, other business combination
transaction, sale, transfer, dissolution, liquidation or winding-up shall be
determined. Such notice shall not include any information which would be
material non-public information for purposes of the Exchange Act. In the case of
any such action of which the Corporation gives such notice to the holders of
record of the Series A Preferred Stock or is required to give such notice to
such holders, such holders shall be entitled to give a conversion notice which
is contingent on the completion of such action.


      11. Miscellaneous.


            (a) The Series A Preferred Stock may not be redeemed by the
Corporation or the Series A Holders at any time. There is no sinking fund with
respect to the Series A Preferred Stock.

            (b) The shares of the Series A Preferred Stock shall not have any
preferences, voting powers or relative, participating, optional, preemptive or
other special rights except as set forth above in this Certificate of
Designation, Preferences and Rights and in the Charter.

            (c) The holders of the Series A Preferred Stock shall be entitled to
receive all communications sent by the Corporation to the holders of the Common
Stock.



                                       12



            IN WITNESS WHEREOF, Epoch Holding Corporation has caused this
Certificate to be signed by its Chief Executive Officer, as of this 6th day of
November 2006, and such person hereby affirms under penalty of perjury that this
Certificate is the act and deed of Epoch Holding Corporation and that the facts
stated herein are true and correct.


                                EPOCH HOLDING CORPORATION



                                By:  /s/ William W. Priest
                                     -------------------------------------------
                                     William W. Priest, an authorized officer



                                       13

EX-4.3

                          REGISTRATION RIGHTS AGREEMENT


      This Registration Rights Agreement (this "Agreement"), dated November 7,
2006, is entered into by and between EPOCH HOLDING CORPORATION, a Delaware
corporation (the "Company") and GENERAL AMERICAN INVESTORS COMPANY, INC., a
Delaware corporation (the "Purchaser"), as a material inducement for the
Purchaser to purchase 10,000 of shares of convertible preferred stock, stated
value $1,000.00 per share (the "Series A Preferred Stock") in accordance with
the terms of that certain Securities Purchase Agreement, dated on or about the
date hereof (the "Purchase Agreement"). All capitalized terms used but not
defined herein shall have the meanings ascribed thereto in the Purchase
Agreement.

      NOW, THEREFORE, the Company and the Purchaser hereby agree as follows:

      1. Definitions. In addition to those terms defined elsewhere in this
Agreement, the following terms shall have the following meanings wherever used
in this Agreement:

            "Act" shall mean the Securities Act of 1933, as amended, and any
successor statute from time to time.

            "Effective Date" shall mean, with respect to a particular
Registration Statement, the date on which the SEC declares such Registration
Statement effective.

            "Excluded Registration Statement" shall mean a registration
statement relating solely to the registration of the sale of securities (i)
other than for cash, (ii) to participants in a Company stock plan or employee
benefit plan, agreement or arrangement, and (iii) in a transaction covered by
Rule 145 under the Act or the resale of securities issued in such a transaction.

            "Registrable Securities" shall mean all shares of Common Stock
underlying the Series A Preferred Stock held from time to time by the Purchaser
and any other securities distributed to or received by the Purchaser, whether by
dividend, upon conversion or otherwise, in respect of the Series A Preferred
Stock or in respect of any Registrable Securities; provided, however, that such
Registrable Securities shall cease to be Registrable Securities at such time as
all such Registrable Securities (i) are sold pursuant to any registration
statement filed by the Company with the SEC or, pursuant to Rule 144 promulgated
under the Act or are publicly sold pursuant to any other exemption from
registration under the Act or (ii) may be sold, without any volume limitation or
the requirement for the seller to file any notice or other instrument with the
SEC, in open market transactions pursuant to any applicable exemption from the
registration requirements of the Act, including, without limitation, Rule 144(k)
promulgated thereunder (or any successor thereto).

            "Registration" shall mean any registration or proposed registration
of Registrable Securities under Section 5 of the Act pursuant to a Registration
Statement in respect to the sale of any Registrable Securities.






            "Registration Period" shall mean with respect to a particular
Registration Statement the period (i) beginning upon the declaration of
effectiveness of such Registration Statement provided for in Section 2 hereof
and (ii) ending on the date that all Registrable Securities covered by such
Registration Statement have ceased to be Registrable Securities.

            "Registration Statement" shall mean any registration statement filed
or to be filed by the Company with the SEC under the Act.

            "SEC" shall mean the United States Securities and Exchange
Commission, or any successor agency or agencies performing the functions
thereof.

      2. Registration.

            (a) Mandatory Registration. The Company shall prepare, and, within
sixty (60) calendar days after the Closing Date (the "Filing Date"), file with
the SEC a Registration Statement on Form S-3 covering the resale of the
Registrable Securities, which Registration Statement, to the extent allowable
under the Act and the rules and regulations promulgated thereunder (including
Rule 416), shall state that such Registration Statement also covers such
indeterminate number of additional shares of Common Stock as may become issuable
upon conversion of or otherwise pursuant to the Preferred Stock to prevent
dilution resulting from stock splits, stock dividends or similar transactions.
The number of shares of Common Stock initially included in such Registration
Statement shall be no less than an amount equal to the number of shares of
Common Stock that on the Filing Date are issuable upon conversion of the
Preferred Stock (based on the Conversion Price in effect on the Filing Date),
without regard to any limitation on the Purchaser's ability to convert the
Preferred Stock. The Company acknowledges that the number of shares initially
included in the Registration Statement will represent a good faith estimate of
the maximum number of shares issuable upon conversion of the Preferred Stock;

            (b) Eligibility for Form S-3. The Company represents and warrants
that it meets the requirements for the use of Form S-3 for registration of the
resale by the Purchaser. The Company agrees to file all reports required to be
filed by the Company with the SEC in a timely manner so as to remain eligible,
and thereafter to maintain its eligibility, for the use of Form S-3;

            (c) Opinion of Counsel. Within three (3) business days of the
Effective Date, the Company shall cause its counsel to issue an opinion, subject
to such counsel's reliance on reasonable assumptions and certificates of the
appropriate parties hereto, to the transfer agent stating that the shares are
subject to an effective registration statement and can be reissued free of
restrictive legend, provided that the Company has not advised the transfer agent
orally or in writing that the opinion has been withdrawn;



                                       2



            (d) Compliance with Prospectus Delivery Requirements. The Purchaser
agrees that any sale by the Purchaser of Registrable Securities pursuant to a
particular Registration Statement shall be sold in a manner described in the
plan of distribution set forth in the related prospectus and, if the prospectus
delivery requirements cannot be satisfied by compliance with Rule 153 or 172
under the Act, (i) if such sale is made through a broker, the Purchaser shall
instruct its broker to deliver the prospectus to the buyer or buyers (or the
broker or brokers therefor) in connection with such sale, shall supply copies of
the prospectus to its broker or brokers and shall instruct its broker or brokers
to deliver such prospectus to the buyer in such sale or such buyer's broker,
(ii) if such sale is made in a transaction directly with a buyer and not through
the facilities of any securities exchange or market, the Purchaser shall
deliver, or cause to be delivered, the prospectus to such buyer, and (iii) if
such sale is made by any means other than those described in the immediately
preceding clauses (i) and (ii), the Purchaser shall otherwise comply with the
prospectus delivery requirements of the Act applicable to such sale;

            (e) Allowed Suspension. If, after the Registration Statement is
declared effective, (i) there is material non-public information regarding the
Company which the Company's Board of Directors (the "Board") reasonably
determines not to be in the Company's best interest to disclose and which the
Company is not required to disclose for reasons other than disclosure required
in connection with the Registration Statement and the related prospectus, or
(ii) there is a significant business opportunity (including, but not limited to,
the acquisition or disposition of assets (other than in the ordinary course of
business) or any merger, consolidation, tender offer or other similar
transaction) available to the Company which the Board reasonably determines not
to be in the Company's best interest to disclose and which the Company would be
required to disclose for purposes of the Registration Statement, then the
Company may suspend effectiveness of such Registration Statement for a period
not to exceed ten (10) consecutive Trading Days, provided that the Company may
not suspend effectiveness of the Registration Statement under this Section 2(e)
for more than twenty (20) days in the aggregate during any twelve (12) month
period;

            (f) If at any time or from time to time after the Closing Date the
Purchaser shall hold, or be the beneficial owner of, any Registrable Securities,
other than the Registrable Securities included in the Registration Statement
that the Company is required to file under Section 2(a), which Registrable
Securities are not covered by a Registration Statement, then promptly following
the written demand of the Purchaser following the issuance of such additional
Registrable Securities or the issuance of any securities convertible into,
exchangeable for, or otherwise entitling the Purchaser to acquire, such
additional Registrable Securities, and in any event within thirty (30) calendar
days following such demand, the Company or the issuer of such additional
Registrable Securities shall prepare and file with the SEC a new Registration
Statement on Form S-3 (or, if Form S-3 is not then available to the Company or
such issuer, as the case may be, on such form of registration statement as is
then available to effect a registration for resale of such additional
Registrable Securities) covering the resale by the Purchaser of such additional
Registrable Securities. Such Registration Statement also shall cover, to the
extent permitted by the Act and the rules promulgated thereunder (including Rule
416), such indeterminate number of additional securities resulting from stock
splits, stock dividends or similar transactions with respect to such additional
Registrable Securities. Nothing herein shall limit the Company's obligations or
the Purchaser's rights under the Certificate of Designations; and



                                       3



            (g) The Company shall use its best efforts to cause each
Registration Statement to become effective as promptly as possible after the
filing thereof with the SEC and to keep such Registration Statement effective at
all times during the Registration Period. The Company shall submit to the SEC,
within three (3) business days after the Company learns that no review of such
Registration Statement will be made by the Staff of the SEC or that the Staff of
the SEC has no further comments on such Registration Statement, as the case may
be, a request for acceleration of effectiveness of such Registration Statement
to a time and date not later than forty-eight (48) hours after the submission of
such request. The Company represents and warrants to the Purchaser that (i) each
Registration Statement (including any amendment or supplement thereto and
prospectus relating thereto), at the time it is first filed with the SEC, at the
time it is ordered effective by the SEC and at all times during which it is
required to be effective hereunder (and each such amendment and supplement at
the time it is filed with the SEC and at all times during which it is required
hereby to be available for use in connection with the offer and sale of the
Registrable Securities covered thereby) shall not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading and (ii) each
prospectus, at the time the related Registration Statement is declared effective
by the SEC and at all times that such prospectus is required by this Agreement
to be available for use by the Purchaser and, in accordance with Section 2(g),
the Purchaser is entitled to sell Registrable Securities pursuant to such
prospectus, shall not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein, or necessary to make the
statements therein, in light of the circumstances in which they were made, not
misleading.

      3. Registration Procedures. In the case of each Registration effected by
the Company in which Registrable Securities are to be sold, the Company shall:

            (a) furnish to Law Offices of Brian W Pusch (counsel to the
Purchaser) copies of all Registration Statements or prospectuses or any
amendments or supplements thereto proposed to be filed with the SEC, which
documents will be subject to review by such counsel before filing solely with
regard to any information contained therein which pertains either to the
transactions contemplated by the Transaction Documents or the Purchaser;

            (b) prepare and file with the SEC such amendments and supplements to
such Registration Statement and the prospectus used in connection therewith as
may be necessary to keep such Registration Statement effective and such
prospectus available for use by the Purchaser for the offer and sale of the
Registrable Securities covered thereby during the applicable Registration Period
and to comply with the provisions of the Act with respect to the disposition of
all securities covered by such Registration Statement during such period;

            (c) furnish to the Purchaser electronic copies of such Registration
Statement, each amendment and supplement thereto, the prospectus included in
such Registration Statement (including each preliminary prospectus) and such
other documents as the Purchaser may reasonably require in order to facilitate
the disposition of the Registrable Securities held by the Purchaser;

            (d) notify the Purchaser and its legal counsel within three (3)
business days after the same is filed with the SEC, or received by the Company,
of the filing or receipt of each letter written by or on behalf of the Company
to the SEC or the Staff of the SEC, and each item of correspondence from the SEC
or the Staff of the SEC, in each case relating to such Registration Statement
(other than any portion of any thereof which contains information for which the
Company has sought confidential treatment);


                                       4



            (e) register or qualify such Registrable Securities under such other
securities or blue sky laws of such states as may be reasonably required and do
any and all other acts and things which may be reasonably necessary or advisable
to enable the Purchaser to consummate the disposition of the Registrable
Securities in such jurisdictions (provided that the Company will not be required
to (i) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph, (ii) subject itself
to taxation in any such jurisdiction, or (iii) consent to general service of
process in any such jurisdiction);

            (f) notify the Purchaser, at any time when a prospectus relating to
a Registration Statement is required to be delivered under the Act, of the
happening of any event as a result of which the prospectus relating to a
Registration Statement contains an untrue statement of a material fact or omits
to state any material fact necessary to make the statements therein not
misleading, and as promptly as practicable prepare a supplement or amendment to
such prospectus so that, as thereafter delivered to the purchaser(s) of
Registrable Securities, such prospectus will not contain an untrue statement of
a material fact or omit to state any material fact necessary to make the
statements therein not misleading;

            (g) effective not later than the effectiveness of a particular
Registration Statement, cause all Registrable Securities covered by such
Registration Statement to be listed for trading on the Trading Market on which
the Common Stock (or securities of such other class or series of Registrable
Securities, if any) is then listed, if any;

            (h) as promptly as practicable after becoming aware of such event,
notify the Purchaser of the issuance by the SEC of any stop order or other
suspension of effectiveness of any Registration Statement and shall use its best
efforts to cause such Registration Statement to once again become effective at
the earliest possible time;

            (i) cooperate with the Purchaser who holds Registrable Securities
being offered pursuant to a particular Registration Statement to facilitate the
timely preparation and delivery of certificates (not bearing any restrictive
legends) representing Registrable Securities to be offered pursuant to such
Registration Statement and enable such certificates to be in such denominations
or amounts as the Purchaser may reasonably request and registered in such names
as the Purchaser may request; and

            (j) advise the Purchaser in writing as promptly as practical on the
date that a particular Registration Statement is declared effective by the SEC
(i) that the form of prospectus contained in the Registration Statement at the
time of effectiveness meets the requirements of Section 10(a) of the Act or (ii)
that it intends to file a prospectus pursuant to Rule 424(b) that meets the
requirements of Section 10(a) of the Act.



                                       5



      4. Indemnification by the Company. The Company shall indemnify and hold
harmless the Purchaser and each of its respective directors, legal counsel and
accountants, and any underwriter (as defined in the Act) for any expenses,
claims, losses, costs, charges or liabilities of any kind, including amounts
paid in settlement and reasonable and documented attorneys' fees (collectively,
the "Losses") to which the Purchaser or any other such indemnified person
becomes subject, under the Act or any rule or regulation thereunder, insofar as
such Losses (a) are caused by any untrue statement or alleged untrue statement
of any material fact contained in any preliminary prospectus (if used prior to
the Effective Date of the Registration Statement), or contained, on the
Effective Date thereof, in any Registration Statement of which Registrable
Securities were the subject, the prospectus contained therein, any amendment or
supplement thereto, or (b) arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or (c) arise out of
any violation by the Company of the Act or any rule or regulation thereunder
applicable to the Company and relating to actions or omissions otherwise
required of the Company in connection with such Registration Statement. The
Company shall reimburse the Purchaser and any such other indemnified person for
any legal or other expenses reasonably incurred by the Purchaser or such other
indemnified person in connection with investigating, defending or settling any
such Loss; provided, however, that the Company shall not be liable to any such
Persons in any such case to the extent that any such Loss arises out of or is
based upon (a) any untrue statement or alleged untrue statement or omission or
alleged omission made in reliance upon and in conformity with information
furnished to the Company in writing by such person expressly for inclusion in
any of the foregoing documents or (b) the use by the Purchaser of an outdated or
defective prospectus after the delivery to the Purchaser of written notice from
the Company that the prospectus is outdated or defective. This indemnity shall
not apply to amounts paid in settlement of any such Loss if such settlement is
effected without the consent of the Company.

      5. Indemnification by the Purchaser. The Purchaser shall indemnify and
hold harmless the Company, each of its directors, each of its officers who has
signed a Registration Statement, legal counsel and accountants for the Company,
each person (if any) who controls the Company within the meaning of the Act and
any underwriter (as defined in the Act) for the Company, against any Losses to
which the Company or any other such indemnified person may become subject under
the Act or any rule or regulation thereunder or otherwise to the extent that
such Losses (or related actions) (a) are caused solely by any untrue statement
or alleged untrue statement of any material fact contained in any preliminary
prospectus (if used prior to the effective date of the Registration Statement),
or contained, on the Effective Date thereof, in any Registration Statement of
which the Purchaser's Registrable Securities were the subject, the prospectus
contained therein, any amendment or supplement thereto, or (b) arise out of or
are based solely upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with information furnished
to the Company by the respective Purchaser, in writing, expressly for inclusion
in any of the foregoing documents; provided, however, that the aggregate
liability of the Purchaser shall not be greater than the net proceeds received
by the Purchaser upon the sale of the Registrable Securities giving rise to such
indemnification obligation. This indemnity shall not apply to amounts paid in
settlement of any such Loss or related Action if such settlement is effected
without the consent of the Purchaser.



                                       6



      6. Additional Provisions.

            (a) The Purchaser and each other person indemnified pursuant to
Section 4 above shall, in the event that it receives notice of the commencement
of any Action against it which is based upon an alleged act or omission which,
if proven, would result in the Company's having to indemnify it pursuant to
Section 4 above, promptly notify the Company, in writing, of the commencement of
such Action and permit the Company, if the Company so notifies the Purchaser or
other indemnified person within thirty (30) days after receipt by the Company of
notice of the commencement of the Action, to assume the defense of such Action
with counsel reasonably satisfactory to the Purchaser; provided, however, that
the Purchaser or other indemnified person shall be entitled to retain its own
counsel at its own expense. The omission to notify the Company promptly of the
commencement of any such Action shall not relieve the Company of any liability
to indemnify the Purchaser or such other indemnified person, as the case may be,
under Section 4 above, from and after the Company's receipt of such notice,
except to the extent that the Company shall suffer any Losses by reason of such
failure to give notice, and shall not relieve the Company of any other
liabilities which it may have under this or any other agreement.

            (b) The Company and each other person indemnified pursuant to
Section 5 above shall, in the event that it receives notice of the commencement
of any Action against it which is based upon an alleged act or omission which,
if proven, would result in the Purchaser having to indemnify it pursuant to
Section 5 above, promptly notify the Purchaser or other indemnified person, in
writing, of the commencement of such Action and permit the Purchaser, if the
Purchaser so notifies the Company within thirty (30) days after receipt by the
Purchaser of notice of the commencement of the Action, to assume the defense of
such Action with counsel reasonably satisfactory to the Company; provided,
however, that the Company or other indemnified person shall be entitled to
retain its own counsel at the Company's expense. The omission to notify the
Purchaser promptly of the commencement of any such Action shall not relieve the
Purchaser of liability to indemnify the Company or such other indemnified
person, as the case may be, under Section 5 above, from and after the
Purchaser's receipt of such notice, except to the extent that the Purchaser
shall suffer any Losses by reason of such failure to give notice, and shall not
relieve the Purchaser of any other liabilities which it may have under this or
any other agreement.

            (c) No indemnifying party, in the defense of any such Action, shall,
except with the consent of each indemnified party, consent to entry of any
judgment or enter into any settlement that does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such Action. Each indemnified
party shall furnish such information regarding itself or the Action in question
as an indemnifying party may reasonably request in writing and as shall be
reasonably required in connection with defense of such Action resulting
therefrom.

            (d) If a court of competent jurisdiction determines that the
foregoing indemnity provided under Sections 4 and 5 above is unavailable, or is
insufficient to hold harmless an indemnified party, then the indemnifying party
shall contribute to the amount paid or payable by the indemnified party as a
result of such Losses (i) in such proportion as is appropriate to reflect the
relative benefits received by the indemnifying party on the one hand and the
indemnified party on the other, or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, or provides a lesser sum to the
indemnified party than the amount hereinafter calculated, in such proportion as
is appropriate to reflect not only the relative benefits received by the
indemnifying party on the one hand and the indemnified party on the other, but
also the relative fault of the indemnifying party and the indemnified party, as
well as any other relevant equitable considerations. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.



                                       7



      7. Notices. All notices, requests, demands and other communications
required or permitted under this Agreement shall be given in accordance with
Section 5.2 of the Purchase Agreement.

      8. Waiver and Amendment. No waiver, amendment or modification of this
Agreement or of any provision hereof shall be valid unless evidenced by a
writing duly executed by the Company and the Purchaser. No waiver of any default
hereunder shall be deemed a waiver of any other, prior or subsequent default
hereunder.

      9. Governing Law. This Agreement shall be governed by, construed under and
interpreted and enforced in accordance with the laws of the State of New York,
without giving effect to principles of choice of law. Any Action arising out of
or relating to this Agreement shall be commenced in a federal or state court
having competent jurisdiction in the State of New York, and for the purpose of
any such Action, each of the parties and any assignees thereof submits to the
personal jurisdiction of the State of New York. The parties hereby irrevocably
consent to the exclusive personal jurisdiction of any state or federal court for
New York County in the State of New York or the Southern District of New York.
The parties hereby waive any objection to venue and any objection based on a
more convenient form in any Action instituted under this Agreement.

      10. Captions. The captions and Section headings used in this Agreement are
for convenience only, and shall not affect the construction or interpretation of
this Agreement or any of the provisions hereof.

      11. Entire Agreement. This Agreement, together with the Purchase Agreement
and the Certificate of Designations, constitutes the sole and entire agreement
and understanding between the parties hereto as to the subject matter hereof,
and supersedes all prior discussions, agreements and understandings of every
kind and nature between them as to such subject matter.

      12. No Third Party Beneficiaries. Except as expressly provided herein,
this Agreement is not intended to confer upon any person other than the Company,
the Purchaser and their respective permitted successors, assigns and transferees
any rights or remedies hereunder.

      13. Successors and Assigns. The Company may not sell, assign, transfer or
otherwise convey any of its rights or delegate any of its duties under this
Agreement, except to a corporation which has succeeded to substantially all of
the business and assets of the Company and has assumed in writing its
obligations under this Agreement, and this Agreement shall be binding on the
Company and such successor. This Agreement shall be binding upon and inure to
the benefit of and be enforceable by the Purchaser and its successors and
assigns. Without limiting the generality of the foregoing, any transferee of
Registrable Securities or who becomes a beneficial owner of Registrable
Securities shall have the rights set forth in this Agreement with respect to
such Registrable Securities, and such rights shall be enforceable against the
Company by such transferee, as if it were the Purchaser, from and after the date
the Purchaser or such transferee notifies the Company of such transfer. In
connection with any such transfer by the Purchaser, the Company shall confirm to
such assignee or transferee by written instrument, in such form as reasonably
requested by the Purchaser, that the Company accepts such assignment and
transfer and will perform its obligations under this Agreement for the benefit
of such transferee.



                                       8



      14. Execution. This Agreement may be executed in two (2) or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile signature page
were an original thereof.

      15. Term. This Agreement shall terminate upon the expiration of the
Registration Period; provided, however, that the parties' rights and obligations
under Sections 4 and 5 shall survive any termination of this Agreement.



                            (Signature Page Follows)



                                       9




            IN WITNESS WHEREOF, the parties have executed this Agreement as of
the 7th day of November 2006.



                                    EPOCH HOLDING CORPORATION



                                    By:__/s/ William W. Priest________________

                                    Name:  William W. Priest

                                    Title: Chief Executive Officer



                                    GENERAL AMERICAN INVESTORS COMPANY, INC.



                                    By:__/s/ Spencer Davidson___________________

                                    Name:  Spencer Davidson

                                    Title: President and Chief Executive Officer

EX-10.49

                                                                   Exhibit 10.49


                          SECURITIES PURCHASE AGREEMENT

      This Securities Purchase Agreement (this "Agreement") is dated as of
November 6, 2006, between Epoch Holding Corporation, a Delaware corporation (the
"Company"), and General American Investors Company, Inc., a Delaware corporation
(the "Purchaser").

      WHEREAS, subject to the terms and conditions set forth in this Agreement
and in accordance with and in reliance upon the exemption from securities
registration afforded by Section 4(2) of the Securities Act of 1933, as amended,
and the rules and regulations of the Commission promulgated thereunder (the
"Securities Act"), including Regulation D ("Regulation D"), and/or upon such
other exemption from the registration requirements of the Securities Act as may
be available with respect to any or all of the investments to be made hereunder,
the Company desires to issue and sell to the Purchaser, and the Purchaser
desires to purchase from the Company 10,000 shares of Series A Preferred Stock
(the "Preferred Shares") on the Closing Date for an aggregate purchase price of
$10,000,000 (the "Purchase Price");

      WHEREAS, the Company has authorized the Series A Preferred Stock, having
the rights, privileges and preferences set forth in the Certificate of
Designations, Rights and Preferences attached hereto as Exhibit A (the
"Certificate of Designations");

      WHEREAS, the Preferred Shares are convertible into shares of common stock,
par value $.01 per share (the "Common Stock"), of the Company upon the terms and
subject to the conditions set forth in the Certificate of Designations; and

      WHEREAS, contemporaneous with the execution and delivery of this
Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement, in the form attached hereto as Exhibit B (the "Registration Rights
Agreement"), pursuant to which the Company has agreed to provide certain
registration rights under the Securities Act;

      NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and the Purchaser agrees
as follows:

                                   ARTICLE I.
                                   DEFINITIONS

      1.1 Definitions. In addition to the terms defined elsewhere in this
Agreement, for all purposes of this Agreement, the following terms have the
meanings indicated in this Section 1.1:

            "Action" shall have the meaning ascribed to such term in Section
3.1(j).





            "Affiliate" means, with respect to any Person, any other Person
      that, directly or indirectly, through one or more intermediaries,
      controls, is controlled by, or is under common control with, such Person.
      For the purposes of this definition, "control" means, when used with
      respect to any Person, the possession, directly or indirectly, of the
      power to direct or cause the direction of the management and policies of
      such Person, whether through the ownership of voting securities, by
      contract, or otherwise, and the terms "controlling" and "controlled" have
      correlative meanings.

            "Agreement" shall have the meaning set forth in the Preamble.

            "Certificate of Designations" shall have the meaning set forth in
      the Recitals.

            "Closing" means the closing of the purchase and sale of the
      Preferred Shares pursuant to Section 2.1.

            "Closing Date" means the date on which all of the Transaction
      Documents have been executed and delivered by the applicable parties
      thereto, and all conditions precedent to (i) the Purchaser's obligation to
      pay the Purchase Price and (ii) the Company's obligations to deliver the
      Preferred Shares, in each such case in the preceding clause (i) and clause
      (ii) as set forth in Section 2.3, have been satisfied or waived.

            "Commission" means the Securities and Exchange Commission.

            "Common Stock" shall have the meaning set forth in the Recitals.

            "Common Stock Equivalents" means any securities of the Company or
      the Subsidiaries which would entitle the holder thereof to acquire at any
      time Common Stock, including without limitation, any debt, preferred
      stock, rights, options, warrants or other instrument that is at any time
      convertible into or exchangeable for, or otherwise entitles the holder
      thereof to receive, Common Stock.

            "Company" shall have the meaning set forth in the Preamble.

            "Company Counsel" means Greenberg Traurig, LLP with offices located
      at The Met Life Building, 200 Park Avenue, New York, New York 10166.

            "Conversion Shares" means the 1,666,667 shares (subject to
      adjustment as provided in the Certificate of Designations) of Common Stock
      of the Company issuable upon conversion of the Preferred Shares.

            "Disclosure Schedules" means the disclosure schedules of the Company
      delivered concurrently herewith.

            "Exchange Act" means the Securities Exchange Act of 1934, as
      amended, and the rules and regulations of the Commission promulgated
      thereunder.


                                       2




            "Exempt Issuance" means the issuance of (a) shares of Common Stock
      or options to employees, officers or directors of the Company pursuant to
      any stock or option plan duly adopted by a majority of the non-employee
      members of the Board of Directors of the Company or a majority of the
      members of a committee of non-employee directors established for such
      purpose, (b) securities upon the exercise of or conversion of any
      convertible securities, options or warrants issued and outstanding on the
      date of this Agreement and disclosed in the SEC Reports or set forth on
      the Disclosure Schedules, provided that such securities have not been
      amended since the date of this Agreement, and (c) the Securities issued or
      issuable hereunder.

            "GAAP" shall have the meaning set forth in Section 3.1(h)

            "Intellectual Property Rights" shall have the meaning ascribed to
      such term in Section 3.1(o).

            "Liens" means a lien, charge, security interest, encumbrance, right
      of first refusal, preemptive right or other restriction.

            "Margin Stock" shall have the meaning provided in Regulation U of
      the Board of Governors of the Federal Reserve System (12 C.F.R. Part 221).

            "Material Adverse Effect" shall have the meaning ascribed to such
      term in Section 3.1(b).

             "Material Permits" shall have the meaning ascribed to such term in
      Section 3.1(m).

            "OFAC" shall have the meaning set forth in Section 3.1(bb).

            "Person" means an individual or corporation, partnership, trust,
      incorporated or unincorporated association, joint venture, limited
      liability company, joint stock company, government (or an agency or
      subdivision thereof) or other entity of any kind.

            "Preferred Shares" shall have the meaning set forth in the Recitals.

            "Purchase Price" shall have the meaning set forth in the Recitals.

            "Purchaser" shall have the meaning set forth in the Preamble.

            "Purchaser Party" shall have the meaning set forth in Section 4.7.

            "Registration Rights Agreement" shall have the meaning set forth in
      the Recitals.

            "Regulation D" shall have the meaning set forth in the Recitals.


                                       3






             "Required Approvals" shall have the meaning ascribed to such term
      in Section 3.1(e).

            "Rule 144" means Rule 144 promulgated by the Commission pursuant to
      the Securities Act, as such Rule may be amended from time to time, or any
      similar rule or regulation hereafter adopted by the Commission having
      substantially the same effect as such Rule.

            "Sarbanes-Oxley" shall have the meaning set forth in Section 3.1(r).

            "SEC Reports" shall have the meaning ascribed to such term in
      Section 3.1(h).

            "Securities" means, collectively, the Preferred Shares and the
      Conversion Shares.

            "Securities Act" shall have the meaning set forth in the Recitals.

            "Series A Preferred Stock" shall mean the Series A Convertible
      Preferred Stock, stated value $1,000 per share.

            "Subsidiaries" shall mean the subsidiaries of the Company set forth
      on Schedule 3.1(a).

            "Trading Day" means a day on which the Common Stock is traded on a
      Trading Market.

            "Trading Market" means the following markets or exchanges on which
      the Common Stock is listed or quoted for trading on the date in question:
      the American Stock Exchange, the New York Stock Exchange, the Nasdaq
      Global Select Market, the Nasdaq Global Market or the Nasdaq Capital
      Market.

             "Transaction Documents" means this Agreement, the Certificate of
      Designations, the Registration Rights Agreement and any other documents or
      agreements executed in connection with the transactions contemplated
      hereunder.

                                   ARTICLE II.
                                PURCHASE AND SALE

      2.1 Closing. On the Closing Date, upon the terms and subject to the
conditions set forth in this Agreement, the Purchaser shall purchase from the
Company, and the Company shall issue and sell to the Purchaser, 10,000 shares of
Series A Preferred Stock for the Purchase Price. Upon satisfaction of the
conditions set forth in Section 2.2, the Closing shall occur at the offices of
Company Counsel or such other location as the parties shall mutually agree.


                                       4






      2.2 Closing Deliveries.


            (a) On the Closing Date, the Company shall deliver or cause to be
      delivered to the Purchaser or its designee the following:

                  (i) the certificate evidencing the Preferred Shares registered
            in the name of the Purchaser; and

                  (ii) the Registration Rights Agreement duly executed by the
            Company.

            (b) On the Closing Date, the Purchaser shall deliver or cause to be
      delivered to the Company the following:

                  (i) the Registration Rights Agreement duly executed by the
            Purchaser; and

                  (ii) once the Purchaser's custodian shall have acknowledged
            receipt of the certificate for the Preferred Shares as provided in
            Section 2.2(a)(i), the Purchase Price by wire transfer of
            immediately available funds to such account as specified in writing
            by the Company.

      2.3   Closing Conditions.

            (a) The Company's obligation to sell the Preferred Shares to the
      Purchaser pursuant to this Agreement is conditioned upon satisfaction of
      the following conditions precedent at or before the Closing on the Closing
      Date (any or all of which may be waived by the Company in its sole
      discretion):

                  (i) On the Closing Date, no Action shall be pending or
            threatened which seeks to restrain or prohibit the transactions
            contemplated by this Agreement; and

                  (ii) The representations and warranties of the Purchaser
            contained in this Agreement shall have been true and correct on the
            date of this Agreement and on the Closing Date as if made on the
            Closing Date and on or before the Closing Date the Purchaser shall
            have performed all covenants and agreements of the Purchaser
            contained in this Agreement and required to be performed by the
            Purchaser on or before the Closing Date.

            (b) The Purchaser's obligation to purchase the Preferred Shares
      pursuant to this Agreement is conditioned upon satisfaction of the
      following conditions precedent on or before the Closing Date (any or all
      of which may be waived by the Purchaser in its sole discretion):

                  (i) No Action shall be pending or threatened which seeks to
            restrain or prohibit the transactions contemplated by this
            Agreement;

                                       5




                  (ii) The representations and warranties of the Company
            contained in this Agreement shall have been true and correct on the
            date of this Agreement and shall be true and correct on the Closing
            Date as if given on and as of the Closing Date, and on or before the
            Closing Date the Company shall have performed all covenants and
            agreements of the Company contained herein or in any of the other
            Transaction Documents required to be performed by the Company on or
            before the Closing Date;

                  (iii) The Certificate of Designations shall have been duly
            filed with the Secretary of State of the State of Delaware and the
            Purchaser shall have received satisfactory existence of such filing;

                  (iv) The Company shall have delivered to the Purchaser a
            certificate, dated the Closing Date, duly executed by its Chief
            Executive Officer, to the effect set forth in subparagraphs (i) and
            (ii) of this Section 2.3(b);

                  (v) The Company shall have delivered to the Purchaser a
            certificate, dated the Closing Date, of the Secretary of the Company
            certifying (1) the Certificate of Incorporation and By-Laws of the
            Company as in effect on the Closing Date, (2) all resolutions of the
            Board of Directors (and committees thereof) of the Company relating
            to this Agreement and the other Transaction Documents and the
            transactions contemplated hereby and thereby, (3) the incumbency and
            signature of all officers executing any Transaction Document or
            investment delivered pursuant to this Section 2.3(b) and (4) such
            other matters as reasonably requested by the Purchaser;

                  (vi) On the Closing Date, the Purchaser shall have received an
            opinion of Company Counsel, dated the Closing Date, addressed to the
            Purchaser, in form, scope and substance reasonably satisfactory to
            the Purchaser; and

                  (vii) From the date hereof to the Closing Date, trading in the
            Common Stock shall not have been suspended by the Commission, and,
            at any time from the date hereof to the Closing Date, trading in
            securities generally on the relevant Trading Market shall not have
            been suspended or limited, or minimum prices shall not have been
            established on securities listed or traded on any such market or
            exchange nor shall a banking moratorium have been declared either by
            the United States or New York State authorities nor shall there have
            occurred any material outbreak or escalation of hostilities or other
            national or international calamity of such magnitude in its effect
            on, or any material adverse change in, any financial market which,
            in each case, in the reasonable judgment of the Purchaser, makes it
            impracticable or inadvisable to purchase the Preferred Shares at the
            Closing.

                                       6




                                  ARTICLE III.
                         REPRESENTATIONS AND WARRANTIES

      3.1 Representations and Warranties of the Company. Except as set forth in
the SEC Reports or as otherwise set forth under any corresponding section of the
Disclosure Schedules which Disclosure Schedules shall be deemed a part hereof,
the Company hereby makes the representations and warranties as of the date
hereof and as of the Closing Date to the Purchaser as follows:

            (a) Subsidiaries. All of the Subsidiaries of the Company are set
      forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of
      the capital stock or other equity interests of each Subsidiary free and
      clear of any Liens, and all the issued and outstanding shares of capital
      stock of each Subsidiary are validly issued and are fully paid,
      non-assessable and free of rights of first offer, rights of first refusal
      and similar rights to subscribe for or purchase such shares.

            (b) Organization and Qualification. Each of the Company and the
      Subsidiaries is an entity duly incorporated or otherwise organized,
      validly existing and in good standing under the laws of the jurisdiction
      of its incorporation or organization (as applicable), with the requisite
      power and authority to own and use its properties and assets and to carry
      on its business as currently conducted. Neither the Company nor any
      Subsidiary is in violation or default of any of the provisions of its
      respective certificate or articles of incorporation, bylaws or other
      organizational or charter documents. Each of the Company and the
      Subsidiaries is duly qualified to conduct business and is in good standing
      as a foreign corporation or other entity in each jurisdiction in which the
      nature of the business conducted or property owned by it makes such
      qualification necessary, except where the failure to be so qualified or in
      good standing, as the case may be, could not have or reasonably be
      expected to result in a material adverse effect on (i) the legality,
      validity or enforceability of any Transaction Document, (ii) the results
      of operations, assets, business, properties, prospects or condition
      (financial or otherwise) of the Company and the Subsidiaries, taken as a
      whole, or (iii) the Company's ability to perform in any material respect
      on a timely basis its obligations under any Transaction Document (any of
      (i), (ii) or (iii), a "Material Adverse Effect") and no Action has been
      instituted in any such jurisdiction revoking, limiting or curtailing or
      seeking to revoke, limit or curtail such power and authority or
      qualification.


                                       7



            (c) Authorization; Enforcement. The Company has the requisite
      corporate power and authority to file and perform its obligations under
      the Certificate of Designations and to enter into and perform this
      Agreement and the Registration Rights Agreement and to consummate the
      transactions contemplated hereby and thereby and to issue the Preferred
      Shares, in accordance with the terms hereof and thereof. The execution and
      delivery of the Transaction Documents by the Company and the consummation
      by it of the transactions contemplated hereby and thereby (including,
      without limitation, the issuance of the Conversion Shares) have been duly
      authorized by all necessary action on the part of the Company and no
      further action is required by the Company in connection therewith other
      than in connection with the Required Approvals. Each Transaction Document
      has been (or upon delivery and filing, as the case may be, will have been)
      duly executed by the Company and, assuming this Agreement constitutes the
      valid and binding obligation of the Purchaser and when delivered in
      accordance with the terms hereof, will constitute the valid and binding
      obligation of the Company enforceable against the Company in accordance
      with its terms except as the enforceability thereof may be limited by
      bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
      or similar laws relating to or affecting the rights of creditors'
      generally and by general equitable principles (regardless of whether such
      enforceability is considered in a proceeding in equity or at law) and by
      an implied covenant of good faith and fair dealing.

            (d) No Conflicts. The execution, delivery and performance of the
      Transaction Documents by the Company, the issuance and sale of the
      Preferred Shares and the consummation by the Company of the other
      transactions contemplated thereby (including, without limitation, the
      filing of the Certificate of Designations and the issuance and reservation
      for issuance, as applicable, of the Preferred Shares and the Conversion
      Shares) do not and will not (i) conflict with or violate any provision of
      the Company's or any Subsidiary's certificate or articles of
      incorporation, bylaws or other organizational or charter documents, or
      (ii) conflict with, or constitute a default (or an event that with notice
      or lapse of time or both would become a default) under, result in the
      creation of any Lien upon any of the properties or assets of the Company
      or any Subsidiary, or give to others any rights of termination, amendment,
      acceleration or cancellation (with or without notice, lapse of time or
      both) of, any agreement, credit facility, debt or other instrument
      (evidencing a Company or Subsidiary debt or otherwise) or other
      understanding to which the Company or any Subsidiary is a party or by
      which any property or asset of the Company or any Subsidiary is bound or
      affected, or (iii) subject to the Required Approvals, conflict with or
      result in a violation of any law, rule, regulation, order, judgment,
      injunction, decree or other restriction of any court or governmental
      authority to which the Company or a Subsidiary is subject (including
      federal and state securities laws and regulations), or by which any
      property or asset of the Company or a Subsidiary is bound or affected, or
      (iv) conflict with or violate the terms of any agreement by which the
      Company or any Subsidiary is bound or to which any property or asset of
      the Company or any Subsidiary is bound or affected; except in the case of
      each of clauses (ii) and (iii), such as could not have or reasonably be
      expected to result in a Material Adverse Effect.


                                       8






            (e) Filings, Consents and Approvals. The Company is not required to
      obtain any consent, waiver, authorization or order of, give any notice to,
      or make any filing or registration with, any court or other federal,
      state, local or other governmental authority or other Person in connection
      with the execution, delivery and performance by the Company of the
      Transaction Documents, other than (i) filings required pursuant to Section
      4.4 of this Agreement, (ii) the filing with the Commission of the
      Registration Statement, (iii) application to the applicable Trading Market
      for the listing of the Conversion Shares for trading thereon in the time
      and manner required thereby, (iv) the filing of the Certificate of
      Designations with the Secretary of State of the State of Delaware, and (v)
      the filing of Form D with the Commission and such other filings as are
      required to be made under applicable state securities laws (collectively,
      the "Required Approvals").

            (f) Issuance of the Series A Preferred Stock. The Series A Preferred
      Stock is duly authorized and, when issued and paid for in accordance with
      the Transaction Documents, will be duly and validly issued, fully paid and
      non-assessable, free and clear of all Liens (other than restrictions
      generally imposed on securities under U.S. federal, state or foreign
      securities laws or any restrictions on transfer provided for in the
      Transaction Documents). The Conversion Shares, when issued in accordance
      with the terms of the Transaction Documents, will be validly issued, fully
      paid and non-assessable, free and clear of all Liens (other than
      restrictions generally imposed on securities under U.S. federal, state or
      foreign securities laws or any restrictions on transfer provided for in
      the Transaction Documents). The Company has reserved from its duly
      authorized capital stock the maximum number of Preferred Shares and
      Conversion Shares issuable pursuant to this Agreement and the other
      Transaction Documents. The terms, designations, powers, preferences and
      relative, participating and optional or special rights, and the
      qualifications, limitations and restrictions of each series of preferred
      stock of the Company (other than the Series A Preferred Stock) are as
      stated in the Company's certificate of incorporation, filed prior to the
      date hereof, and its bylaws. The terms, designations, powers, preferences
      and relative, participating and optional or special rights, and the
      qualifications, limitations and restrictions of the Series A Preferred
      Stock are as stated in the Certificate of Designations.


                                       9






            (g) Capitalization. The capitalization of the Company is as
      described in the Company's most recent periodic report filed with the
      Commission. The Company has not issued any capital stock since such filing
      other than pursuant to the exercise of stock options under the Company's
      stock option plans and the issuance of shares of Common Stock to employees
      pursuant to the Company's employee stock plan. No Person has any right of
      first refusal, preemptive right, right of participation, or any similar
      right to participate in the transactions contemplated by the Transaction
      Documents. Except as a result of the purchase and sale of the Preferred
      Shares, there are no outstanding options, warrants, script rights to
      subscribe to, calls or commitments of any character whatsoever relating
      to, or securities, rights or obligations convertible into or exchangeable
      for, or giving any Person any right to subscribe for or acquire, any
      shares of Common Stock or Series A Preferred Stock or securities or rights
      convertible or exchangeable into shares of Common Stock or Series A
      Preferred Stock, or contracts, commitments, understandings or arrangements
      by which the Company or any Subsidiary is or may become bound to issue
      additional shares of Common Stock or Series A Preferred Stock or
      securities or rights convertible or exchangeable into shares of Common
      Stock or Series A Preferred Stock. The issuance and sale of Preferred
      Shares will not obligate the Company to issue shares of Common Stock,
      Series A Preferred Stock or other securities to any Person (other than the
      Purchaser) and will not result in a right of any holder of Company
      securities to adjust the exercise, conversion, exchange or reset price
      under such securities. All of the outstanding shares of capital stock of
      the Company are validly issued, fully paid and non-assessable, have been
      issued in compliance with all federal and state securities laws, and none
      of such outstanding shares was issued in violation of any preemptive
      rights or similar rights to subscribe for or purchase securities. No
      further approval or authorization of any stockholder, the Board of
      Directors of the Company or any other Person is required for the issuance
      and sale of the Preferred Shares. Except as disclosed in the SEC Reports,
      there are no stockholders agreements, voting agreements or other similar
      agreements with respect to the Company's capital stock to which the
      Company is a party or, to the knowledge of the Company, between or among
      any of the Company's stockholders.

            (h) SEC Reports; Financial Statements. The Company has filed all
      reports required to be filed by it under the Securities Act and the
      Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for
      the two years preceding the date hereof (or such shorter period as the
      Company was required by law to file such material) (the foregoing
      materials, including the exhibits thereto, being collectively referred to
      herein as the "SEC Reports") on a timely basis or has received a valid
      extension of such time of filing and has filed any such SEC Reports prior
      to the expiration of any such extension. As of their respective dates, the
      SEC Reports complied in all material respects with the requirements of the
      Securities Act and the Exchange Act, and none of the SEC Reports, when
      filed, contained any untrue statement of a material fact or omitted to
      state a material fact required to be stated therein or necessary in order
      to make the statements therein, in light of the circumstances under which
      they were made, not misleading. The financial statements of the Company
      included in the SEC Reports comply in all material respects with
      applicable accounting requirements and the rules and regulations of the
      Commission with respect thereto as in effect at the time of filing. Such
      financial statements have been prepared in accordance with United States
      generally accepted accounting principles applied on a consistent basis
      during the periods involved ("GAAP"), except as may be otherwise specified
      in such financial statements or the notes thereto and except that
      unaudited financial statements may not contain all footnotes required by
      GAAP, and fairly present in all material respects the financial position
      of the Company and its consolidated subsidiaries as of and for the dates
      thereof and the results of operations and cash flows for the periods then
      ended, subject, in the case of unaudited statements, to normal,
      immaterial, year-end audit adjustments.


                                       10






            (i) Material Changes. Since the date of the latest financial
      statements included within the SEC Reports, except as specifically
      disclosed in the SEC Reports, (i) there has been no event, occurrence or
      development that has had or that could reasonably be expected to result in
      a Material Adverse Effect, (ii) the Company has not incurred any
      liabilities (contingent or otherwise) other than (A) trade payables and
      accrued expenses incurred in the ordinary course of business consistent
      with past practice and (B) liabilities not required to be reflected in the
      Company's financial statements pursuant to GAAP or required to be
      disclosed in filings made with the Commission, (iii) the Company has not
      altered its method of accounting, (iv) the Company has not declared or
      made any dividend or distribution of cash or other property to its
      stockholders or purchased, redeemed or made any agreements to purchase or
      redeem any shares of its capital stock and (v) the Company has not issued
      any equity securities to any officer, director or Affiliate, except
      pursuant to existing Company stock plans. The Company does not have
      pending before the Commission any request for confidential treatment of
      information.

            (j) Litigation. There is no action, suit, inquiry, notice of
      violation, proceeding or investigation pending or, to the knowledge of the
      Company, threatened against or affecting the Company, any Subsidiary or
      any of their respective properties before or by any court, arbitrator,
      governmental or administrative agency or regulatory authority (federal,
      state, county, local or foreign) (collectively, an "Action") which (i)
      adversely affects or challenges the legality, validity or enforceability
      of any of the Transaction Documents or the Securities or (ii) could, if
      there were an unfavorable decision, have or reasonably be expected to
      result in a Material Adverse Effect. Neither the Company nor any
      Subsidiary, nor any director or officer thereof, is or has been the
      subject of any Action involving a claim of violation of or liability under
      federal or state securities laws or a claim of breach of fiduciary duty.
      There has not been, and to the knowledge of the Company, there is not
      pending or contemplated, any investigation by the Commission involving the
      Company or any current or former director or officer of the Company. The
      Commission has not issued any stop order or other order suspending the
      effectiveness of any registration statement filed by the Company or any
      Subsidiary under the Exchange Act or the Securities Act.

            (k) Labor Relations. No material labor dispute exists or, to the
      knowledge of the Company, is imminent with respect to any of the employees
      of the Company which could reasonably be expected to result in a Material
      Adverse Effect.

            (l) Compliance. Neither the Company nor any Subsidiary (i) is in
      default under or in violation of (and no event has occurred that has not
      been waived that, with notice or lapse of time or both, would result in a
      default by the Company or any Subsidiary under), nor has the Company or
      any Subsidiary received notice of a claim that it is in default under or
      that it is in violation of, any indenture, loan or credit agreement or any
      other agreement or instrument to which it is a party or by which it or any
      of its properties is bound (whether or not such default or violation has
      been waived), (ii) is in violation of any order of any court, arbitrator
      or governmental body, or (iii) is or has been in violation of any statute,
      rule or regulation of any governmental authority, including without
      limitation all foreign, federal, state and local laws applicable to its
      business except in each case as could not have a Material Adverse Effect.


                                       11






            (m) Regulatory Permits. The Company and the Subsidiaries possess all
      certificates, authorizations and permits issued by the appropriate
      federal, state, local or foreign regulatory authorities necessary to
      conduct their respective businesses as described in the SEC Reports,
      except where the failure to possess such permits could not have or
      reasonably be expected to result in a Material Adverse Effect ("Material
      Permits"), and neither the Company nor any Subsidiary has received any
      notice of proceedings relating to the revocation or modification of any
      Material Permit.

            (n) Title to Assets. The Company and the Subsidiaries have good and
      marketable title in fee simple to all real property owned by them that is
      material to the business of the Company and the Subsidiaries and good and
      marketable title in all Personal property owned by them that is material
      to the business of the Company and the Subsidiaries, in each case free and
      clear of all Liens, except for Liens as do not materially affect the value
      of such property and do not materially interfere with the use made and
      proposed to be made of such property by the Company and the Subsidiaries
      and Liens for the payment of federal, state or other taxes, the payment of
      which is neither delinquent nor subject to penalties. Any real property
      and facilities held under lease by the Company and the Subsidiaries are
      held by them under valid, subsisting and enforceable leases of which the
      Company and the Subsidiaries are in compliance.

            (o) Patents and Trademarks. The Company and the Subsidiaries have,
      or have rights to use, all patents, patent applications, trademarks,
      trademark applications, service marks, trade names, copyrights, licenses
      and other similar rights necessary or material for use in connection with
      their respective businesses as described in the SEC Reports and which the
      failure to so have could have a Material Adverse Effect (collectively, the
      "Intellectual Property Rights"). Neither the Company nor any Subsidiary
      has received a written notice that the Intellectual Property Rights used
      by the Company or any Subsidiary violates or infringes upon the rights of
      any Person. To the knowledge of the Company, all such Intellectual
      Property Rights are enforceable and there is no existing infringement by
      another Person of any of the Intellectual Property Rights of others.

            (p) Insurance. The Company and the Subsidiaries are insured by
      insurers of recognized financial responsibility against such losses and
      risks and in such amounts as are prudent and customary in the businesses
      in which the Company and the Subsidiaries are engaged. To the best of
      Company's knowledge, such insurance contracts and policies are accurate
      and complete. Neither the Company nor any Subsidiary has any reason to
      believe that it will not be able to renew its existing insurance coverage
      as and when such coverage expires or to obtain similar coverage from
      similar insurers as may be necessary to continue its business without a
      significant increase in cost.


                                       12






            (q) Transactions With Affiliates and Employees. Except as set forth
      in the SEC Reports, none of the officers or directors of the Company and,
      to the knowledge of the Company, none of the employees of the Company is
      presently a party to any transaction with the Company or any Subsidiary
      (other than for services as employees, officers and directors), including
      any contract, agreement or other arrangement providing for the furnishing
      of services to or by, providing for rental of real or personal property to
      or from, or otherwise requiring payments to or from any officer, director
      or such employee or, to the knowledge of the Company, any entity in which
      any officer, director, or any such employee has a substantial interest or
      is an officer, director, trustee or partner, in each case in excess of
      $60,000 in any twelve (12) month period other than (i) for payment of
      salary or consulting fees for services rendered, (ii) reimbursement for
      expenses incurred on behalf of the Company and (iii) for other employee
      benefits, including stock agreements under any stock plan of the Company.

            (r) Sarbanes-Oxley Act. The Company is in substantial compliance
      with the applicable provisions of the Sarbanes-Oxley Act of 2002 (the
      "Sarbanes-Oxley Act"), and the rules and regulations promulgated
      thereunder, that are effective and intends to comply substantially with
      other applicable provisions of the Sarbanes-Oxley Act, and the rules and
      regulations promulgated thereunder, upon the effectiveness of such
      provisions.

            (s) Certain Fees. No brokerage or finder's fees or commissions are
      or will be payable by the Company to any broker, financial advisor or
      consultant, finder, placement agent, investment banker, bank or other
      Person with respect to the transactions contemplated by this Agreement.
      The Purchaser shall have no obligation with respect to any fees or with
      respect to any claims made by or on behalf of other Persons for fees of a
      type contemplated in this Section that may be due in connection with the
      transactions contemplated by this Agreement.

            (t) Private Placement. Assuming the accuracy of the Purchaser's
      representations and warranties set forth in Section 3.2, no registration
      under the Securities Act is required for the offer and sale of the
      Securities by the Company to the Purchaser as contemplated hereby. The
      issuance and sale of the Securities hereunder does not contravene the
      rules and regulations of the Trading Market.

            (u) Investment Company. The Company is not, and is not an Affiliate
      of, and immediately after receipt of payment for the Shares, will not be
      or be an Affiliate of, an "investment company" within the meaning of the
      Investment Company Act of 1940, as amended. The Company shall conduct its
      business in a manner so that it will not become subject to the Investment
      Company Act.


                                       13






            (v) Registration Rights. No Person has any right to cause the
      Company to effect the registration under the Securities Act of any
      securities of the Company.

            (w) Listing and Maintenance Requirements. The Company's Common Stock
      is registered pursuant to Section 12(b) of the Exchange Act, and the
      Company has taken no action designed to, or which to its knowledge is
      likely to have the effect of, terminating the registration of the Common
      Stock under the Exchange Act nor has the Company received any notification
      that the Commission is contemplating terminating such registration. The
      Company has not, in the 12 months preceding the date hereof, received
      notice from any Trading Market on which the Common Stock is or has been
      listed or quoted to the effect that the Company is not in compliance with
      the listing or maintenance requirements of such Trading Market. The
      Company is, and has no reason to believe that it will not in the
      foreseeable future continue to be, in compliance with all such listing and
      maintenance requirements.

            (x) Application of Takeover Protections. The Company and its Board
      of Directors have taken all necessary action, if any, in order to render
      inapplicable any control share acquisition, business combination, poison
      pill (including any distribution under a rights agreement) or other
      similar anti-takeover provision under the Company's Certificate of
      Incorporation (or similar charter documents) or the laws of its state of
      incorporation that is or could become applicable to the Purchaser as a
      result of the Purchaser and the Company fulfilling their obligations or
      exercising their rights under the Transaction Documents, including without
      limitation the Company's issuance of the Securities and the Purchaser's
      ownership of the Securities. The Company does not have in effect any
      stockholder rights plan or similar plan or arrangement that would be
      triggered by accumulation of shares of the Company's capital stock or
      voting power or an offer to purchase shares of the Company's capital
      stock.

            (y) No Integrated Offering. Assuming the accuracy of the Purchaser's
      representations and warranties set forth in Section 3.2, neither the
      Company, nor any of its Affiliates, nor any Person acting on its or their
      behalf has, directly or indirectly, made any offers or sales of any
      security or solicited any offers to buy any security, under circumstances
      that would cause this offering of the Series A Preferred Stock to be
      integrated with prior offerings by the Company for purposes of the
      Securities Act or any applicable shareholder approval provisions,
      including, without limitation, under the rules and regulations of any
      Trading Market on which any of the securities of the Company are listed or
      designated.

            (z) Taxes. Except for matters that would not, individually or in the
      aggregate, have or reasonably be expected to result in a Material Adverse
      Effect, the Company and each Subsidiary has filed all necessary federal,
      state and foreign income and franchise tax returns and has paid or accrued
      all taxes shown as due thereon, and the Company has no knowledge of a tax
      deficiency which has been asserted or threatened against the Company or
      any Subsidiary.


                                       14






            (aa) General Solicitation. Neither the Company nor any Person acting
      on behalf of the Company has offered or sold any of the Series A Preferred
      Stock by any form of general solicitation or general advertising. The
      Company has offered the Series A Preferred Stock for sale only to the
      Purchaser and certain other "accredited investors" within the meaning of
      Rule 501 under the Securities Act.

            (bb) Foreign Corrupt Practices. Neither the Company, nor to the
      knowledge of the Company, any agent or other person acting on behalf of
      the Company, has (i) directly or indirectly, used any corrupt funds for
      unlawful contributions, gifts, entertainment or other unlawful expenses
      related to foreign or domestic political activity, (ii) made any unlawful
      payment to foreign or domestic government officials or employees or to any
      foreign or domestic political parties or campaigns from corporate funds,
      (iii) failed to disclose fully any contribution made by the Company (or
      made by any person acting on its behalf of which the Company is aware)
      which is in violation of law, or (iv) violated in any material respect any
      provision of the Foreign Corrupt Practices Act of 1977, as amended.
      Neither the Company nor, to the knowledge of the Company, any director,
      officer, agent, employee or affiliate of the Company is currently subject
      to any U.S. sanctions administered by the Office of Foreign Assets Control
      of the U.S. Treasury Department ("OFAC"); and the Company will not
      directly or indirectly use the proceeds of the offering, or lend,
      contribute or otherwise make available such proceeds to any subsidiary,
      joint venture partner or other person or entity, for the purpose of
      financing the activities of any person currently subject to any U.S.
      sanctions administered by OFAC.

            (cc) Acknowledgment Regarding Purchaser's Purchase of Preferred
      Shares. The Company acknowledges and agrees that the Purchaser is acting
      solely in the capacity of an arm's length purchaser with respect to the
      Transaction Documents and the transactions contemplated hereby. The
      Company further acknowledges that the Purchaser is not acting as a
      financial advisor or fiduciary of the Company (or in any similar capacity)
      with respect to this Agreement and the transactions contemplated hereby
      and any advice given by the Purchaser or any of its respective
      representatives or agents in connection with this Agreement and the
      transactions contemplated hereby is merely incidental to the Purchaser's
      purchase of the Preferred Shares. The Company further represents to the
      Purchaser that the Company's decision to enter into this Agreement has
      been based solely on the independent evaluation of the transactions
      contemplated hereby by the Company and its representatives.

            (dd) Acknowledgment of Dilution. The Company understands and
      acknowledges the potentially dilutive effect to the Common Stock upon the
      issuance of the Conversion Shares upon conversion of or otherwise pursuant
      to the Preferred Shares. The Company further acknowledges that its
      obligation to issue the Conversion Shares upon conversion of or otherwise
      pursuant to the Preferred Shares in accordance with the Transaction
      Documents is absolute, subject only to the terms and conditions set forth
      in the Transaction Documents, regardless of the dilutive effect that such
      issuance may have on the ownership interests of other stockholders of the
      Company.


                                       15






            (ee) Disclosures. None of the representations or warranties made by
      the Company under any of the Transaction Documents and no written
      information furnished by the Company pursuant hereto, or in any other
      document, certificate or written statement furnished by the Company to the
      Purchaser or any authorized representative of the Purchaser pursuant to
      the Transaction Documents or in connection therewith, contains any untrue
      statement of a material fact or omits to state a material fact necessary
      in order to make the statements contained herein and therein, in light of
      the circumstances under which they were made, not misleading.

      3.2 Representations and Warranties of the Purchaser. The Purchaser hereby
represents and warrants as of the date hereof and as of the Closing Date to the
Company as follows:

            (a) Organization; Authority. The Purchaser is an entity duly
      organized, validly existing and in good standing under the laws of the
      jurisdiction of its organization with full right, corporate or partnership
      power and authority to enter into and to consummate the transactions
      contemplated by the Transaction Documents and otherwise to carry out its
      obligations thereunder. The execution, delivery and performance by the
      Purchaser of the transactions contemplated by this Agreement have been
      duly authorized by all necessary corporate or similar action on the part
      of the Purchaser. Each Transaction Document to which it is a party has
      been duly executed by the Purchaser, and, assuming this Agreement
      constitutes the valid and binding obligation of the Company and when
      delivered by the Purchaser in accordance with the terms hereof, will
      constitute the valid and legally binding obligation of the Purchaser,
      enforceable against it in accordance with its terms, except as the
      enforceability thereof may be limited by bankruptcy, insolvency,
      fraudulent conveyance, reorganization, moratorium or similar laws relating
      to or affecting the rights of creditors' generally and by general
      equitable principles (regardless of whether such enforceability is
      considered in a proceeding in equity or at law) and by an implied covenant
      of good faith and fair dealing.

            (b) Circumstances of Purchase. The Purchaser understands that the
      Securities are "restricted securities" and have not been registered under
      the Securities Act or any applicable state securities law and is acquiring
      the Securities as principal for its own account and not with a view to or
      for distributing or reselling such Securities or any part thereof, has no
      present intention of distributing any of such Securities and has no
      arrangement or understanding with any other Persons regarding the
      distribution of such Securities (this representation and warranty not
      limiting the Purchaser's right to sell the Securities pursuant to the
      Registration Statement or otherwise in compliance with applicable federal
      and state securities laws). The Purchaser is acquiring the Securities
      hereunder in the ordinary course of its business. The Purchaser does not
      have any agreement or understanding, directly or indirectly, with any
      Person to distribute any of the Securities.


                                       16






            (c) Rule 144. The Purchaser understands that the Securities must be
      held indefinitely unless such Securities are registered under the
      Securities Act or an exemption from registration is available. The
      Purchaser acknowledges that it is familiar with Rule 144, and that the
      Purchaser has been advised that Rule 144 permits resales only under
      certain circumstances. The Purchaser understands that to the extent that
      Rule 144 is not available, the Purchaser will be unable to sell any
      Securities without either registration under the Securities Act or the
      existence of another exemption from such registration requirement.

            (d) Purchaser Status. At the time the Purchaser was offered the
      Securities, it was, and at the date hereof it is, and on each date on
      which it converts any Preferred Shares, it will be either: (i) an
      "accredited investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7)
      or (a)(8) under the Securities Act or (ii) a "qualified institutional
      buyer" as defined in Rule 144A(a) under the Securities Act. The Purchaser
      is not required to be registered as a broker-dealer under Section 15 of
      the Exchange Act.

            (e) General. The Purchaser understands that the Securities are being
      offered and sold in reliance on a transactional exemption from the
      registration requirements of federal and state securities laws and the
      Company is relying upon the truth and accuracy of the representations,
      warranties, agreements, acknowledgments and understandings of the
      Purchaser set forth herein in order to determine the applicability of such
      exemptions and the suitability of the Purchaser to acquire the Securities.
      The Purchaser understands that no United States federal or state agency or
      any government or governmental agency has passed upon or made any
      recommendation or endorsement of the Securities.

            (f) General Solicitation. The Purchaser is not purchasing the
      Securities as a result of any advertisement, article, notice or other
      communication regarding the Securities published in any newspaper,
      magazine or similar media or broadcast over television or radio or
      presented at any seminar or any other general solicitation or general
      advertisement.


                                       17






            (g) Patriot Act. If the Purchaser is an individual, the Purchaser
      certifies that he or she is not nor to his or her knowledge has been
      designated, a "suspected terrorist" as defined in Executive Order 13224.
      If the Purchaser is a corporation, trust, partnership, limited liability
      company or other organization, the Purchaser certifies that, to the best
      of the Purchaser's knowledge, the Purchaser has not been designated, and,
      to the knowledge of the Purchaser after due inquiry, is not owned or
      controlled, by a "suspected terrorist" as defined in Executive Order
      13224. The Purchaser hereby acknowledges that the Company seeks to comply
      with all applicable laws concerning money laundering and related
      activities. In furtherance of those efforts, the Purchaser hereby
      represents, warrants and agrees that: (i) to its knowledge after due
      inquiry, none of the cash or property that the Purchaser will pay or will
      contribute to the Company has been or shall be derived from, or related
      to, any activity that is deemed criminal under United States law; and (ii)
      to its knowledge, no contribution or payment by the Purchaser to the
      Company, to the extent that they are within the Purchaser's control shall
      cause the Company to be in violation of the United States Bank Secrecy
      Act, the United States International Money Laundering Control Act of 1986
      or the United States International Money Laundering Abatement and
      Anti-Terrorist Financing Act of 2001. The Purchaser understands and agrees
      that if at anytime while the Purchaser holds any of the Securities it is
      discovered that any of the foregoing representations are incorrect, it
      shall promptly notify the Company.

            (h) Information. The Purchaser and its advisors, if any, have been
      furnished with all materials relating to the business, finances and
      operations of the Company and materials relating to the offer and sale of
      the Securities which have been requested by the Purchaser and its
      advisors, if any. The Purchaser and its advisors, if any, have been
      afforded the opportunity to ask questions of the Company.

      The Company acknowledges and agrees that the Purchaser does not make or
has not made any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in this Section 3.2.

                                   ARTICLE IV.
                         OTHER AGREEMENTS OF THE PARTIES

      4.1 Transfer Restrictions. (a) The Securities may only be sold in
compliance with state and federal securities laws. In connection with any
transfer of Securities, other than pursuant to an effective registration
statement or Rule 144, to the Company or to an Affiliate of the Purchaser and
other than in connection with any pledge of Securities, the Company may require
the transferor thereof to provide to the Company an opinion of counsel selected
by the transferor and reasonably acceptable to the Company, the form and
substance of which opinion shall be reasonably satisfactory to the Company, to
the effect that such transfer does not require registration of such transferred
Securities under the Securities Act. As a condition of transfer, any such
transferee shall agree in writing to be bound by the terms of this Agreement
with respect to the Securities so transferred and shall have the rights of the
Purchaser under this Agreement and the Registration Rights Agreement with
respect to such Securities.

            (b) The Purchaser agrees to the imprinting, so long as is required
by this Section 4.1(b), of a legend on any of the Securities in the following
form:


                                       18






            "THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
            EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
            RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
            ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,
            MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
            AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
            REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AS EVIDENCED BY A
            LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
            SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY AND
            IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS ."

Once the registration statement required to be filed by the Company with the
Commission pursuant to the Registration Rights Agreement has been declared
effective or particular Securities are eligible for resale pursuant to Rule
144(k) under the Securities Act, thereafter (a) upon request of the Purchaser
the Company will substitute certificates without restrictive legend for
certificates for any such Securities issued prior to the effective date of such
registration statement or prior to the time of such eligibility, as the case may
be, which bear such restrictive legend and remove any stop-transfer restriction
relating thereto in each case promptly, but in no event later than three (3)
Trading Days after surrender of such certificates by the Purchaser and (b) the
Company shall not place any restrictive legend on certificates for any
Securities issued upon conversion or transfer of the Preferred Shares or impose
any stop-transfer restriction thereon.

      4.2 Furnishing of Information. As long as the Purchaser owns any
Securities, the Company covenants to timely file (or obtain extensions in
respect thereof and file within the applicable grace period) all reports
required to be filed by the Company after the date hereof pursuant to the
Exchange Act. As long as the Purchaser owns any Securities, if the Company is
not required to file reports pursuant to the Exchange Act, it will prepare and
furnish to the Purchaser and make publicly available in accordance with Rule
144(c) such information as is required for the Purchaser to sell the Securities
under Rule 144. The Company further covenants that it will take such further
action as any holder of Securities may reasonably request, all to the extent
required from time to time to enable such Person to sell such Securities without
registration under the Securities Act within the limitation of the exemptions
provided by Rule 144.

      4.3 Integration. The Company shall not sell, offer for sale or solicit
offers to buy or otherwise negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer or sale
of the Securities in a manner that would require the registration under the
Securities Act of the sale of the Securities to the Purchaser or that would be
integrated with the offer or sale of the Securities for purposes of the rules
and regulations of any Trading Market such that it would require shareholder
approval of such other transaction unless shareholder approval is obtained
before the closing of such subsequent transaction.


                                       19






      4.4 Securities Laws Disclosure; Publicity. The Company and the Purchaser
shall consult with each other in issuing any press releases with respect to the
transactions contemplated hereby, and neither the Company nor the Purchaser
shall issue any such press release or otherwise make any such public statement
without the prior consent of the Company, with respect to any press release of
the Purchaser, or without the prior consent of the Purchaser, with respect to
any press release of the Company, which consent shall not unreasonably be
withheld, except if such disclosure is required by law, in which case the
disclosing party shall promptly provide the other party with prior notice of
such public statement or communication. Notwithstanding the foregoing, the
Company shall not publicly disclose the name of the Purchaser, or include the
name of the Purchaser in any filing with the Commission or any regulatory agency
or Trading Market, without the prior written consent of the Purchaser (which
consent shall not unreasonably be withheld) except (a) as required by federal
securities law in connection with the registration statement contemplated by the
Registration Rights Agreement and (b) to the extent such disclosure is required
by law (including, without limitation, any reporting obligations under the
Securities Act or Exchange Act) or Trading Market regulations, in which case the
Company shall provide the Purchaser with prior notice of such disclosure
permitted under subclause (a) or (b).

      4.5 Non-Public Information. The Company covenants and agrees that neither
it nor any other Person acting on its behalf will provide the Purchaser or its
agents or counsel with any information that the Company believes constitutes
material non-public information, unless prior thereto the Purchaser shall have
executed a written agreement regarding the confidentiality and use of such
information. The Company understands and confirms that the Purchaser shall be
relying on the foregoing representations in effecting transactions in securities
of the Company.

      4.6 Use of Proceeds. The Company shall use the net proceeds from the sale
of the Preferred Shares hereunder for working capital and general corporate
purposes. The Company represents and warrants to the Purchaser, and covenants
and agrees with the Purchaser, that: (a) the Company does not own or have any
present intention of acquiring any Margin Stock; (b) none of the proceeds of
sale of the Preferred Shares will be used for the purpose, whether immediate,
incidental or ultimate, of purchasing or carrying any Margin Stock or for the
purpose of maintaining, reducing or retiring any indebtedness which was
originally incurred to purchase or carry any stock that is currently a Margin
Stock or for any other purpose which might constitute the transactions
contemplated by this Agreement a "purpose credit" within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System; and (c)
neither the Company nor any agent acting on its behalf has taken or will take
any action which might cause this Agreement or the transactions contemplated
hereby to violate Regulation T, Regulation U or any other regulation of the
Board of Governors of the Federal Reserve System or to violate the Exchange Act,
in each case as in effect now or as the same may hereafter be in effect.


                                       20






      4.7 Indemnification of Purchaser. Subject to the provisions of this
Section 4.7, the Company will indemnify and hold the Purchaser and its
directors, officers, shareholders, partners, employees and agents (each, a
"Purchaser Party") harmless from any and all losses, liabilities, obligations,
claims, contingencies, damages, costs and expenses, including all judgments,
amounts paid in settlements, court costs and reasonable attorneys' fees and
costs of investigation that any the Purchaser Party may suffer or incur as a
result of or relating to (a) any breach of any of the representations,
warranties, covenants or agreements made by the Company in this Agreement or in
the other Transaction Documents or (b) any action instituted against the
Purchaser, or any of them or their respective Affiliates, by any stockholder of
the Company who is not an Affiliate of the Purchaser, with respect to any of the
transactions contemplated by the Transaction Documents (unless such action is
based upon a breach of the Purchaser's representation, warranties or covenants
under the Transaction Documents or any agreements or understandings the
Purchaser may have with any such stockholder or any violations by the Purchaser
of state or federal securities laws or any conduct by the Purchaser which
constitutes fraud, gross negligence, willful misconduct or malfeasance). If any
action shall be brought against any Purchaser Party in respect of which
indemnity may be sought pursuant to this Agreement, the Purchaser Party shall
promptly notify the Company in writing, and the Company shall have the right to
assume the defense thereof with counsel of its own choosing. Any Purchaser Party
shall have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of the Purchaser Party except to the extent that (a) the
employment thereof has been specifically authorized by the Company in writing,
(b) the Company has failed after a reasonable period of time to assume such
defense and to employ counsel or (c) in such action there is, in the reasonable
opinion of such separate counsel, a material conflict on any material issue
between the position of the Company and the position of the Purchaser Party. The
Company will not be liable to any Purchaser Party under this Agreement (a) for
any settlement by an Purchaser Party effected without the Company's prior
written consent, which shall not be unreasonably withheld or delayed; or (b) to
the extent, but only to the extent that a loss, claim, damage or liability is
attributable to any Purchaser Party's breach of any of the representations,
warranties, covenants or agreements made by the Purchasers in this Agreement or
in the other Transaction Documents.

      4.8 Reservation of Common Stock. As of the date hereof, the Company has
reserved, and the Company shall continue to reserve and keep available at all
times, free of preemptive rights, a sufficient number of shares of Common Stock
for the purpose of enabling the Company to issue the Conversion Shares.

      4.9 Listing of Common Stock. The Company hereby agrees to use commercially
reasonable efforts to maintain the listing of its Common Stock on a Trading
Market, and to list all of the Conversion Shares on such Trading Market as
promptly as possible after the Closing. The Company further agrees, if the
Company applies to have the Common Stock traded on any other Trading Market, it
will include in such application all of the Conversion Shares, and will take
such other action as is necessary to cause all of the Conversion Shares to be
listed on such other Trading Market as promptly as possible. The Company will
take all action reasonably necessary to continue the listing and trading of its
Common Stock on a Trading Market and will comply in all respects with the
Company's reporting, filing and other obligations under the bylaws or rules of
the Trading Market.


                                       21






      4.11 No Shorting. Since the Securities were first offered to the
Purchaser, the Purchaser has not engaged and, so long as the Purchaser directly
or indirectly beneficially owns any of the Securities, the Purchaser will not
engage, in any "short sales" (as defined in Regulation SHO under the Exchange
Act) of the Common Stock.

                                   ARTICLE V.
                                  MISCELLANEOUS

      5.1 Entire Agreement. The Transaction Documents, together with the
exhibits and schedules thereto, contain the entire understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements
(including, without limitation, that certain Mutual Non-Disclosure Agreement
dated August 15, 2006) and understandings, oral or written, with respect to such
matters, which the parties acknowledge have been merged into such documents,
exhibits and schedules.

      5.2 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by a
nationally recognized overnight delivery service, by fax or by certified mail
(postage prepaid, return receipt requested) to the respective parties at the
following addresses (or at such other address for a party as shall be
specification notice given in accordance with this Section 5.2:

            If to the Company:

                    Epoch Holding Corporation
                    640 Fifth Avenue
                    18th Floor
                    New York, New York  10019
                    Attention:Adam Borak, Chief Financial Officer
                    Fax No.:  (212) 937-4660

                    with a copy to:

                   Greenberg Traurig, LLP
                   200 Park Avenue
                   New York, New York  10166
                   Attention: Alan I. Annex, Esq.
                   Fax No.:   (212) 801-6400


                                       22





            If to the Purchaser:

                    General American Investors Company, Inc.
                    450 Lexington Avenue
                    33rd Floor
                    New York, New York  10017
                    Attention:President and Chief Executive Officer
                    Fax No.:  (212) 916-8491

                    with a copy to:

                    Law Offices of Brian W Pusch
                    29 West 57th Street
                    Penthouse Suite
                    New York, New York  10023
                    Fax No.:  (212) 980-7055

      5.3 Amendments; Waivers. No provision of this Agreement may be waived or
amended except in a written instrument signed, in the case of an amendment, by
the Company and the Purchaser or, in the case of a waiver, by the party against
whom enforcement of any such waiver is sought. No waiver of any default with
respect to any provision, condition or requirement of this Agreement shall be
deemed to be a continuing waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of either party to exercise any right hereunder in
any manner impair the exercise of any such right.

      5.4 Construction. The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof. The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual intent, and no
rules of strict construction will be applied against any party.

      5.5 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties and their successors and permitted assigns. The
Company may not sell, assign, transfer or otherwise convey any of its rights or
delegate any of its duties under this Agreement, except to a Person which has
succeeded to substantially all of the business and assets of the Company and has
assumed in writing its obligations, if any, under this Agreement, and this
Agreement shall be binding on the Company and such successor. The Purchaser may
assign any or all of its rights under this Agreement to any Person to whom the
Purchaser assigns or transfers any Securities; provided such assignment or
transfer is in compliance with applicable law and; provided, further such
transferee agrees in writing to be bound, with respect to the transferred
Securities, by the provisions hereof that apply to the "Purchaser." In
connection with any such assignment by the Purchaser, the Company shall confirm
to such assignee or transferee by written instrument, in such form as reasonably
requested by the Purchaser, that the Company accepts such assignment and
transfer and will perform its obligations under the Transaction Documents for
the benefit of such assignee or transferee.


                                       23






      5.6 No Third-Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person, except as otherwise set forth in Section 4.7.

      5.7 Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of the Transaction Documents shall be governed by
and construed and enforced in accordance with the internal laws of the State of
New York, without regard to the principles of conflicts of law thereof. Each
party hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts sitting in the City of New York, borough of Manhattan for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein (including with respect to
the enforcement of any of the Transaction Documents), and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is improper or inconvenient venue for such
proceeding. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices
to it under this Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner
permitted by law. The parties hereby waive all rights to a trial by jury in any
action arising from or relating to this Agreement and the transactions
contemplated hereby. If either party shall commence an action or proceeding to
enforce any provisions of the Transaction Documents, then the prevailing party
in such action or proceeding shall be reimbursed by the other party for its
attorneys' fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding.

      5.8 Survival. The representations and warranties herein shall survive for
eighteen (18) months after the Closing and delivery of the Preferred Shares.

      5.9 Execution. This Agreement may be executed in two (2) or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile signature page
were an original thereof.

      5.10 Severability. If any provision of this Agreement is held to be
invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Agreement shall not in any way be
affected or impaired thereby and the parties will attempt to agree upon a valid
and enforceable provision that is a reasonable substitute therefor, and upon so
agreeing, shall incorporate such substitute provision in this Agreement.


                                       24






      5.11 Rescission and Withdrawal Right. Notwithstanding anything to the
contrary contained in (and without limiting any similar provisions of) the
Transaction Documents, whenever the Purchaser exercises a right, election,
demand or option under a Transaction Document and the Company does not timely
perform its related obligations within the periods therein provided, then the
Purchaser may rescind or withdraw, in its sole discretion from time to time upon
written notice to the Company, any relevant notice, demand or election in whole
or in part without prejudice to its future actions and rights.

      5.12 Replacement of Securities. If any certificate or instrument
evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon
cancellation thereof, or in lieu of and substitution therefor, a new certificate
or instrument, but only upon receipt of evidence reasonably satisfactory to the
Company of such loss, theft or destruction and customary and reasonable
indemnity, if requested. The applicants for a new certificate or instrument
under such circumstances shall also pay any reasonable out-of-pocket third-party
costs associated with the issuance of such replacement Securities.

      5.13 Remedies. In addition to being entitled to exercise all rights
provided herein or granted by law, including recovery of damages, the Purchaser
and the Company will be entitled to specific performance under the Transaction
Documents, including, without limitation, specific performance by the Company of
the issuance of Conversion Shares upon conversion of the Preferred Shares in
accordance with the Certificate of Designations. The parties agree that monetary
damages may not be adequate compensation for any loss incurred by reason of any
breach of obligations described in the foregoing sentence and hereby agrees to
waive, in any action for specific performance of any such obligation, the
defense that a remedy at law would be adequate.

      5.14 Payment Set Aside. To the extent that the Company makes a payment or
payments to the Purchaser pursuant to any Transaction Document or the Purchaser
enforces or exercises its rights thereunder, and such payment or payments or the
proceeds of such enforcement or exercise or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside, recovered
from, disgorged by or are required to be refunded, repaid or otherwise restored
to the Company, a trustee, receiver or any other Person under any law
(including, without limitation, any bankruptcy law, state or federal law, common
law or equitable cause of action), then to the extent of any such restoration
the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been
made or such enforcement or setoff had not occurred.

      5.15 Liquidated Damages. The Company's obligations to pay any partial
liquidated damages or other amounts owing under the Transaction Documents is a
continuing obligation of the Company and shall not terminate until all unpaid
partial liquidated damages and other amounts have been paid notwithstanding the
fact that the instrument or security pursuant to which such partial liquidated
damages or other amounts are due and payable shall have been canceled.

                            (Signature Page Follows)


                                       25




            IN WITNESS WHEREOF, the parties hereto have caused this Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.



                                 EPOCH HOLDING CORPORATION



                                 By:__/s/ William W. Priest____________

                                 Name:  William W. Priest

                                 Title: Chief Executive Officer



                                 GENERAL AMERICAN INVESTORS COMPANY, INC.



                                 By:__/s/ Spencer Davidson_____________

                                 Name:  Spencer Davidson

                                 Title: President and Chief Executive Officer


                                       26




                                    EXHIBIT A

   CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE
                                 PREFERRED STOCK



                                 See Exhibit 4.2







                                    EXHIBIT B

                          REGISTRATION RIGHTS AGREEMENT



                                 See Exhibit 4.3

EX-99.1

    Epoch Holding Corporation Announces $10 Million Investment by General
                               American Investors

November 7, 2006, New York, NY -- Epoch Holding Corporation (Nasdaq: EPHC) today
announced an investment of $10 million in the firm by General American Investors
Company, Inc. (NYSE: GAM), one of the nation's oldest closed-end funds listed on
the New York Stock Exchange. Epoch Holding Corporation ("Epoch or the "Company")
is the parent company of Epoch Investment Partners, Inc., a leading investment
manager and investment adviser. The proceeds of the investment will be added to
Epoch's working capital for general business purposes and to support the
Company's future growth. No placement fees were paid in connection with this
private investment.

Commenting on the transaction, William W. Priest, Chief Executive Officer of
Epoch said, "We are pleased to have General American as an investor. The
investment proceeds, along with our current cash and our debt-free balance
sheet, will allow us to accelerate the development of our goal to become a
global investment management company."

Under the terms of this private placement, GAM purchased 10,000 shares of
Epoch's newly issued Series A Convertible Preferred Stock at a price of $1,000
per share.

The Series A Convertible Preferred Stock has an annual cumulative cash dividend
of 4.60%, payable semi-annually, and is convertible, in whole or in part at any
time, into common stock at a fixed conversion price of $6.00 per share, or
1,666,667 common shares in total.

Upon the five year anniversary of the closing of the placement there is an
automatic conversion into common stock at the fixed conversion price. The Series
A Convertible Preferred Stock also contains an automatic conversion provision
for change in control, as well as customary conversion price adjustments for
stock combinations, stock splits and stock dividends.

These newly issued securities generally have voting rights equivalent to those
of the Company's common shares (one vote per share), and vote together with the
Company's common shares as a single class.

The Series A Convertible Preferred Stock is not registered under the Securities
Act of 1933, as amended, and is offered and sold pursuant to the exemption from
registration afforded by Section 4(2) of the Securities Act of 1933, as amended.
The common stock into which the preferred shares will be convertible may not be
offered or sold in the U.S. absent registration or an applicable exemption from
registration requirements. Epoch has agreed to file a registration statement
with the Securities and Exchange Commission within sixty (60) days from the
closing date covering the resale by GAM of the shares of common stock underlying
the Series A Convertible Preferred Stock.


This press release shall not constitute an offer to sell or the solicitation of
an offer to buy the Series A Convertible Preferred Stock. This press release is
being issued pursuant to and in accordance with Rule 135c under the Securities
Act.

About Epoch Holding Corporation
Epoch Holding Corporation conducts its operations through Epoch Investment
Partners, Inc., a wholly-owned subsidiary and a registered investment adviser
under the Investment Advisers Act of 1940, as amended. Investment management
and investment advisory services are the Company's sole line-of-business.
Headquartered in New York with an office in Sherman Oaks, CA, the Company's
current product offerings include U.S. Value; U.S. Small Cap Value; U.S. All
Cap Value; U.S. Balanced; Global Small Cap Value; Global Absolute Return;
Global Equity Shareholder Yield; and International Small Cap Value.
Safe Harbor Statement:
This press release may contain forward-looking statements that involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied in
such forward-looking statements. Additional discussion of factors that could
cause actual results to differ materially from management's projections,
estimates and expectations is contained in the Company's SEC filings. The
Company undertakes no duty to update its forward-looking statements, including
its earnings outlook.
Contact Information: Media: Sloane & Company Whit Clay, 212-446-1864
wclay@sloanepr.com or Epoch Holding Corporation Adam Borak, 212-400-4708
aborak@eipny.com or General American Investors Company, Inc. Eugene Stark,
212-916-8447 stark@gainv.com